Chaotica
by Evowizard25
Summary: Discord is back for the kingdom, but he's not alone. With his new army, he will take Equestria...somehow. But how long can he hold it?
1. Part 1: The Meeting

There is a nation called: Equestria. A pony nation, to be precise.

Located just outside our universe, in a world not yet named in any canon.

It is a large country. How big it is, I have no idea, but through thousands of years of historical events, it is technically considered a nation.

It is run by a Alicorn named, Princess Celestia, who was declared the proud ruler of Equestria. There's also her sister, Princess Luna, but that doesn't matter.

It has been said she has the hottest flank in all of Equestria, plus she has the sun as her cutie mark.

For the most part, Equestria is a quiet, simple, gentle land, that has yet to subject itself to any intense, hostile violence.

That is where Discord comes in.

* * *

><p>Off on a balcony, up on the tippy top of the Canterlot castle, Princess Celestia stood watching her kingdom. She had just called forth the sun, which shone brightly in the sky. She loved watching her handy work. Her ponies would dance, laugh and enjoy themselves under its warm gaze. That's all that she wanted.<p>

Her muscles were tense. She'd been put under a lot of stress lately. Discord's nearly successful takeover of Equestria had worried her. He could have beaten them at any moment he wanted. He could have transported them all to the other side of the planet, or even to the moon if he wanted. He could have been malicious and torture them. To make them beg for death, but that wasn't his style. No. He acted like he always had. She sighed, knowing that fact to be true.

Celestia turned and headed back inside. She needed to relax. Once fully inside, she closed her eyes and took a deep breath. Slowly, she unfurled her wings to their fullest extent. She stretched her leg muscles, pivoting her shoulders around. She had learned these techniques from a yoga master more than three centuries ago. A soft smile graced her features as she remembered the old Pegasus. He was one of the few ponies she had been able to really talk to and confess her feelings. She missed her, not more so then all the others she had watched as old age caught up to them. Their departures were never easy on her.

* * *

><p><strong>(Year 648 of Celestia's reign)<strong>

Celestia sat upon a large cloud, far outside Canterlot. Her eyes were closed in concentration, as her front hooves were pressed together. Still, her lips moved slightly, as certain memories played out inside her mind. "Something is troubling you." A voice said.

Celestia opened her eyes. An old pegasus sat in a similar position. His long white beard matched his white tunic. "You were always so perceptive, master Chi." She said. "More so then many ponies I've ever met."

"That is because most do not choose to listen." Chi said, finally opening his eyes. "So, what is it that troubles you?"

Celestia hesitated. Unlike most of her subjects, Chi showed no fear towards her. Even though she did nothing of the sort to scare her ponies, they always feared her because of her power. Chi did not. Which always made time spent with him more relaxing. "An old friend." She said.

"Ah," Chi said, nodding his head. "I take it he still lives."

Celestia was a little taken aback by this. "How did you know?" She said.

"I know." Chi simple stated.

Celestia sighed. "Yes, he does." She said, but paused for a moment. "But I can never see him. Not in the same way."

"Oh, why so?" Chi asked. He never pushed her to tell more then she was willing.

"We were once friends." Celestia said. "Close friends."

"Then why do you hate him so?" Chi said. Celestia looked at him again, surprised by how much he could tell. He mearly held up a hoof. "And old pony can tell. Though, to you, I am but a youngster." He chuckled. "An interesting concept to think upon."

Celestia stared at him for a moment. _'Yes, it is.' _She thought. She knew that she would long outlive master Chi. Just like she had outlived most of her friends, the few who still lived were scattered about the world. That was the bain of all immortals. Still, she fought the urge to cry when she thought of the day she would never again see dear old Chi's smile. "Anyways," Chi said. "Back to this friend of yours."

"I don't want to talk about him." Celestia said, turning her head away.

"You of all people should know you can't keep things bottled up forever." Chi said, raising an eyebrow.

"You're right, as always." Celestia said, before looking at him again. "I hate him because of what he did. He went down a path of greed and evil. He lost himself in what he did best and forgot everything else that mattered." She was silent for a moment. "Including me."

"I see." Chi said, nodding. "Did you care for him?"

"Yes." Celestia said immediatlly. "He was a dear friend…was a dear friend."

"Then why not just confront him and fix the matter?" Chi asked.

"It's complicated." Celestia said, sighing. "Besides, he's lost himself to his beloved chaos. There's no hope left for him."

"There is always hope, dear Princess." Chi said. "As there is always good in everyone's heart."

"He no longer has a heart." Celestia said, with much scorn.

"Then you condemn him eternally." Chi stated. "For if you, a being of pure heart, can not forgive him, who can?"

* * *

><p>Those words haunted her since that day. She spent many a night thinking them over, long after her beloved friends passing. Even now, she thought them over. She had every reason too. Discord's escape was still fresh in her memory. <em>'He hadn't changed one bit.' <em>She thought. _'He was the same monster I imprisoned all those years ago.' _She continued on with her stretching for a few more moments, before she heard the sound of someone slurping down a drink. She turned to see the one creature she thought she'd never see again. At least, not in the flesh. "Discord." She said, stopping what she was doing.

Discord was lying on the balcony, with a large soda in one hand. He raised a finger with his other, so that he could finish. Finally, he let up. "Ah, that hit the spot." He said, before looking at her. "Do go on. I rather enjoyed the show."

"Discord." Celestia said, glaring at him. "How did you escape? The Elements..."

"Are just a trivial threat." Discord interrupted her. He stood up and walked a couple of paces towards her. "Do you think I would be defeated that easily? Mere hours after my escape." She just continued to glare at him. He shook his head and sighed. "I expected you of all people to know better."

Celestia stomped a hoof to the ground. "If the Elements could not seal you away, then I will." She said, with much spite.

"Oh, I'm sure you can." Discord said, smirking. "But let's be sensible here. Our powers are equal to one another. That plus the fact that we are sheer opposites; Order and Chaos; adds up to the fact that we're a perfect match for each other." He paused, looking her up and down. "I stress the word perfect."

Celestia blinked. _'Did he just compliment me?' _She thought. She pushed that thought aside. "I will do anything I can to protect my kingdom." She said.

"Ah, yes." Discord said, plucking his beard. "You're kingdom. It's nice to sit up on the throne, isn't it. To look down upon everyone."

"I never look down at any of my ponies." Celestia said.

"I remember your father saying words quite the contrary during his own rule." Discord pointed out.

Celestia flushed with rage. "How dare you bring up my father." She said. "I should have ended you that day."

Discord simply laughed. "You killing me?" He said, before falling to the floor, laughing uncontrollably. "Oh, that's rich. Rich!"

"I would do it for the good of Equestria." Celestia said.

Discord stopped laughing, but was still smiling. He flew up into the air and landed right in front of her. "You and I both know you wouldn't kill anyone." He said. "That's one thing we have in common."

"Uncle would say otherwise." Celestia said, glaring at him.

Discord sent her a glare of his own. "Karma, my sweet princess." He said, trailing a finger across her cheek. She ignored it. "What comes around goes around. Lest we make a martyr out of a conspirator."

"You still had no right." Celestia said.

"Oh, contraire Tia," Discord said, using his little nickname for her. "I had every right, as you would know."

"Then, what becomes of me?" Celestia said. "Shall I face the same fate as he did?"

Discord pulled back in shock. "Never." He said. "I would never do that to you." He paused. "Yes, I've thought up some nasty tricks to play upon you, but never would I harm you in that manner. The world would be dull place, without you to pester."

"Then what, pray tell, are you here for?" Celestia said, already knowing the answer.

"Your kingdom, your majesty." Discord said, bowing. "That is all I ask."

"And you thought I would simply hand it too you on a silver platter?" Celestia asked.

"To be frank, yes." Discord said. "It would be easier that way."

"And if I refuse?" Celestia said.

"Then I shall take it by force." Discord said.

"You make it sound as though you have an army behind you." Celestia said.

"So, I do don't I." Discord said, preening his beard. His eyes flew out wide. "Tia, you're a genious."

"Though that may be true, I never lent you anything more then a threat." Celestia stated.

"Oh, don't be modest." Discord said. "You gave me the idea of how to beat you once and for all." He chuckled.

"And that's a good thing?" Celestia said, pouting at him.

"Oh, I miss your pouting." Discord said. "You always looked so cute."

Celestia blushed. "I am not cute." She said, stomping a hoof to the ground.

"Ah yes, you are much more." Discord said, flicking himself in the head as though scolding himself for forgetting. "But anyways, what's your answer?" He hovered in front of her.

"No." Celestia said.

Discord pouted, and looked at her with puppy dog eyes. "Pwetty pwease." He said, in the most innocent voice he could muster.

"No." Celestia said, looking away. "You know that look never won me over on anything."

Discord frowned deeply. "Yes, never won you over." He seemed to be muttering that more to himself. "I give you one more chance." He raised a finger. "One more before I come down and bring my horde upon Canterlot. Give me the kingdom." Celestia said nothing. "Come on. I'm asking nicely here." She still said nothing. "I mean, I'm not doing the same thing as last time. I'm asking." She remained silent. Discord growled in frustration. "Fine!" He nearly shouted. "Why do you always want to do it the hard way?"

"But always thought you loved it when I played hard to get?" Celestia said, smirking.

Discord blushed, before scowling. "I'll be back high noon tomorrow." He said. "And I swear, I shall have your precious flower."

"What?" Celestia said, rather shocked by his wording.

Discord put his hands over his mouth. "I mean kingdom." He said, quickly. "That's what I meant."

"Then what was with my flower?" Celestia asked.

"Well, since your still a..." Discord trailed off. He hit himself in the head with his lion paw. "Oh," He was rather flustered at this point. "Never mind. High noon. Tomorrow." He snapped his fingers and was gone in a flash of white light.

Celestia just stood there for several moments. She blushing blushing a deep red. _'Did he really just mean what I think he meant?' _She shook her head. _'No. It was just the slip of his tongue. He probably just wanted __to toy with me.' _She walked over to the balcony and looked out at the sight before her. Her peaceful land of Equestria, again was to be visited by chaos. _'But if he really wanted to toy with me, why didn't he? He had ample oppurtunity.' _She shook her head, to get rid of that chain of thoughts. She had to think of a plan to stop Discord. _'I mean really, how could he even know that I haven't been with a stallion.' _She put a hoof to her head, trying to stop that chain of thoughts.

* * *

><p><strong>I apologize to all under age readers for the subject that was brought up. <strong>

**I would also like to give a shout out to 'the guy with the glasses' crew, as well as the crew of MLP: Friendship is Magic. Both of them deserve a lot of praise for their excellent work.**

**Thank you all for reading. Please stop and review. Your opinions will help me better myself and make your reading more enjoyable.**

**Don't worry everybody. There is a lot of laughs up ahead.**


	2. Part 2: It's Time

Far outside Canterlot, Discord looked upon the grand city. He took a deep breath. "Ah, Equestria." He looked upon it in an intimidating posture. One of a general about to go on a hard, but successful conquest. It had once been his home, but that was thousands, upon thousands of years ago. And tomorrow, it would be his home once again.

He marveled at the fine design of the building. The sweet breeze that flowed by. The peaceful chit chat of animals scurrying about. It was calm. It was serene. It was..."OH MY STARS, IT'S SO BORING!" Discord yelled, breaking the calm of the day.

He knew he had to break it even further. "Now, to gather that army." Discord said, snapping his fingers. A foldable chair popped up in a flash. He sat down into it. He then clapped his hands together, producing a bell ringing noise. "Bring me the candidates."

An orange cat waddled up to him, with a folder in its mouth. Discord grabbed it. "Thank you." He said. The cat saluted and barked like a dog. He opened up the folder. "Okay...hmmm," He stroked his beard, looking through the files. After several moments, he sighed. "Really? That's all?" He closed the file, which vanished into thin air. "Well, you have to work with watcha got." He snapped his fingers together. After a brief white flash, a box full of bright red collars appeared. He smiled wickedly and looked back at Canterlot. "Look out Equestria. Discord's a commin'." He vanished.

* * *

><p>Meanwhile, in Ponyville. Ditzy Do had just finished up delivering the mail and was making her way back home. Actually, she was heading towards Carrot Top's house. She usually dropped off her kids with her when she went off to work. Carrot Top was only happy to oblige her. <em>'What a great friend.' <em>She thought.

Speaking of her friend, she spied Carrot Top outside. She was wearing her gardening hat, so as to keep the sun out of her eyes. Ditzy smiled as she flew down to her. She landed right behind her. Carrot Top still hadn't noticed her. She was too busy watering her precious carrots. "Hi, Toppy." She said, using her nickname.

Carrot Top dropped the water can and jumped in surprise. Ditzy never understood why her friend was so jumpy all the time. She got scared by the simplest things. Carrot Top put a hoof to over her heart and tried to calm herself down. She then turned to her friend. "Ditzy," She scolded. "I told you not to sneak up on me."

"I didn't." Ditzy said, defending herself. "You just weren't paying attention."

Carrot Top sighed. "Alright, but please don't call me Toppy. You know how much I hate that nickname."

Ditzy smiled, shyly. "Sorry."

"No harm done." Carrot Top said, offering a smile of her own.

Just then, a bright white light appeared. The two mares covered their eyes, to shield themselves from it. Not but a few seconds more, it stopped. In the exact spot stood the spirit of chaos. The most evil entity in all of Equestria: Discord. He smiled and lifted a bird like finger. A bright red collar appeared and floated down to them. Ditzy grabbed it out of the air. _'It's so shiny.' _She thought, looking it over. "It's time." The being stated, before vanishing.

* * *

><p>"These prices are outrageous." Jet Set said, glaring down the pony behind the counter. The jewel store that they were in had been his favorite out of any in all of Canterlot and he wanted to treat his wife; Upper Crust; to a new necklace he had his eyes on. He had brought her down with him, all the while bragging about the place. He was shocked when he first stepped inside. Everything was different. Apparently, the store owner, a long time friend of his; Jewel Craft; had lost rights to the store. Now, he had to deal with some new riffraff.<p>

Like the pony across from him. He wore a shabby, green vest and had an unkempt greasy black mane. He even was busy chewing on some substance, sometimes pausing to spit into a small vase. "I told yer already, that's what yer get for 'em." He said, with some accent he couldn't pin on. Of course, he knew of only how sophisticated ponies spoke. This was just some lowly commoner talk.

"Now see here." Jet Set pointed to his wife. "I came here to acquire a necklace for my wife. It's our anniversary you see and…"

"I don't care if your ma were dyin'." The light brown Earth pony again spat into the purple vase. "Yer aint gonna get 'em no cheaper 'ere."

"Dear, why don't we go somewhere else," Upper Crust stuck her nose up into the air. "Somewhere more civilized."

"Not until I put this low life into his place." Jet Set was determined as ever to get that necklace. _'Upper Crust will look smashing in it.' _He thought. He loved to pamper her, even if she never asked for it. He loved her with all of his heart and she deserved the best.

"Low life?" The Earth pony laughed, before spitting once more. "Y'all wouldn't know what low life looked like. Yer 'eads are too far up yer own arses."

Upper Crust gasped. "How dare you use such language in front of my wife?" Jet Set stomped a hoof onto the ground. "Don't you know the tiniest amount of civility?"

"Civil nothin'." He spat once. "Now are yer gonna pay or not."

"I certainly will not." Jet Set glared at the Earth Pony. "When my friend owned this store, he did so with pride and honesty. He had decent prices and always greeted me and others with respect."

"The prices aren't much 'igher." The pony pointed out. "And I'm only given' y'all as much respect as you deserve."

Jet Set pointed an accusative hoof at him. "Low lives, such as yourself, don't have the right to raise them."

"Don't 'ave the right?" The Earth pony glared at him. "Git out."

"You can't order me to get out. You're just an employee."

"Dear," Upper Crust tried pulling him away from the counter. "Let's go."

"I can get my boss out here." The Earth pony threatened.

"Good, I'd like to talk with him." Jet Set nodded.

"Dear, let's go." Upper Crust begged.

Jet Set was silent for a moment. He looked down to his wife. He saw her pleading eyes, full of concern and worry. Finally, he sighed. _'I can't keep doing this.' _He thought. He then turned back to the pony at the counter. "You'll be hearing from my lawyer."

The Earth pony laughed. "Like I'm scared of some lawyer."

Jet Set and Upper Crust walked off. Jet Set had a deep scowl on his face. His hooves left little marks in the ground as he trotted along. "Dear, are you alright?"

"No." Jet Set said, seething in frustration. "That scoundrel just kicked us out of the establishment." He sighed. "And I was going to get you that beautiful emerald necklace you wanted."

Upper Crust put a hoof on her husband's shoulder. "Dear, don't worry yourself over it. True I would have looked dazzling in it, but we have enough jewelry for now."

'_Well, until the next trend that is.' _Jet Set thought, but pushed it aside. Yes, his wife would go out and buy items worth hundreds of bits. Bits he had worked hard for, but as long as she was happy, he would deal with it. She could see he was troubled and lightly nuzzled him. He smiled, as some of his stress faded away.

His inner thoughts were interrupted when a flash of light popped up in front of them. Jet Set instinctively put a hoof out in front of Upper Crust, shielding her from some of the rays. "What in Equestria was that?" Upper Crust said.

The answer to that stood in front of them, smirking. It was some sort of monster. A creature you would see from out of the Everfree forest, or some other foreign land. It was a mish mash of several animals, put together in no particular order. The fiendish monster lifted its eagle like hand and snapped its fingers. A ruby red collar appeared out in the air and then floated down to them. "It's time." The creature stated, before vanishing. Upper Crust put a hoof to her head and fainted.

* * *

><p>Deep within Canterlot, within her personal quarters, Princess Luna was looking over the charts of the skies. Again and again she went over them. She sighed. Having been gone more than a thousand years, she wanted to make up for lost time. She wanted her stars to shine more brightly than ever. So that all of Equestria would look upon them and marvel.<p>

Beside the charts, were stacks of bills and laws. Luna had asked for more responsibility in the government, but it still taxed her having this new load. She was pretty rusty and most of it didn't make any sense. New inventions, new ideas, and etc. Such as taxis. _'What in Equestria is a taxi?' _She thought.

Just then, somepony opened the door. Luna looked up from her papers. "Oh, hello Allura," She said. Over the last few weeks, she had mastered modern speech. "What brings you here?"

In stepped her personal servant, Allura. She was an Earth pony. She was red colored, with a bouncy black mane. Her green eyes were slightly slanted. She was beautiful in every sense of the word. Luna found it hilarious how the guards still fawned over her, sometimes falling flat on their faces. "Your sister requests an immediate audience with you, your majesty." Her voice carried a slight French accent.

"Tell her I'll be with her in a moment." Luna shuffled through another stack, while teleporting another over onto her desk. "I need to go over an Equestria's healthcare plan."

"Your sister seemed rather urgent."

"She can wait." Luna said. "She did a thousand years' worth, what's a few more minutes." A little anger flared up within her, as she recalled the reason why. She regretted everything she had done during her time as Nightmare Moon, but there was still a part of her that thought her actions were justified.

A flash of light lit up the whole room. Somewhere, in the back of her mind, she knew what that meant. "Discord." Her eyes narrowed down in anger, as she beheld the vile being in front of her.

He smiled. "It's time." He simply said, before snapping his fingers. He disappeared leaving behind a ruby necklace.

* * *

><p>In another room, inside the Canterlot castle, Prince Blueblood was enjoying himself. Lying back on comfy, red pillows, while an orange, blue maned, maid fed him cherries. <em>'Ah, this is the life.' <em>The conceited prince said.

Of course, his blissful sanctum wasn't impenetrable. A flash of white came into the room. The mare jumped back in fright, screaming as she went. She accidently dropped a cherry right into his windpipe. He started choking and held onto his neck.

"It's time." The beast said, before taking in the situation. He simply shrugged and disappeared. A red collar fell from where he stood.

Right after that, the mare took action. She went behind him, wrapped her hooves around his abdomen, and pressed them forth with great force. Blueblood coughed up the cherry. She got up and went over to fetch him some water.

"That beast nearly killed me." Blueblood shouted in indignation. The mare came back with a cup of water. He levitated over to himself and drank. He shoved it back in her hooves and then proceeded to ignore her. "I will have him executed for that." He went on, rambling out curses and such.

* * *

><p>Screwball sat in the middle of a field, staring off into the sky. She didn't have any reason for this, she just liked looking up. She loved the sky and everything about it.<p>

A flash of white interrupted her little trip into fantasy land. Right before her stood the same creature that had granted her the ability to fly. Who let her live out her dream. "It's time." He stated, before snapping his fingers.

Screwball's grin went from ear to ear. Could she fly again? She hit the little fan on her head. Sadly, it didn't do anything, but spin for a bit. She frowned. _'But he promised me some fun.' _She thought to herself, but then noticed a red collar before her. _'What's that?'_

* * *

><p>Discord finally came back to his resting place. After finishing up several other calls, he needed a little break. He sat down into his chair. The moment he did, the last collar he had started blinking. <em>'Someone's calling back already?' <em>He thought. He flashed back to Ponyville.

Right before him stood a derped eyed Pegasus and an Orange Earth Pony. "What is it?" He asked.

"What does 'It's time' mean?" The Pegasus asked, tilting her head in confusing.

"Huh?"

"I mean, you just popped up out of nowhere and said 'it's time', like we're supposed to know what that means." The orange pony said, rather annoyed by his actions.

Usually, that meant he had done a good job, but not in this circumstance. "Get on the wagon, Carrot Top," He had memorized all of their names. "It's the takeover of Equestria."

"We're taking over what?" Ditzy Doo asked, as though she had never heard the word Equestria.

Before he could answer, his collar went off again. "I have to take care of this." He groaned. He snapped his fingers again and disappeared.

He reappeared in front of the two stuck up unicorns, Upper Crust and Jet Set. "Yes, hello again." Jet Set addressed him, cautiously. "What does this 'it's time' thing mean?"

"Don't you know?" Discord said, rather shocked that they didn't.

"No." Upper Crust shook her head.

Discord pinched the bridge of his nose. "It doesn't matter. Just meet me in Canterlot."

"We are in Canterlot." Jet Set pointed out.

"Well, thank you lieutenant obvious."

"It's captain."

"Yes, yes I am." Discord stood before them, in a proud posture.

"Obvious?" Jet Set asked.

"Obviously I'm a captain." With a flick of his fingers, a naval captain uniform dressed him.

"I'm confused."

"Then you're not cut out to be captain then, huh." Discord nodded in his personal victory. The two ponies just stood there, watching him in silence. "Carry on then, pegasi."

"We're unicorns." Jet Set pointed out.

"You would be." Discord got up right in their faces, spitting it out at them in anger. The two ponies cowered in fear of him.

"Would be what?" Jet Set asked.

Discord raised his talon hand. "Worth it." Just then, his collar went off. "Oh, I have to take this." He disappeared again, this time in front of Princess Luna. "Yes?"

"Yeah, it's three twenty two P.M." She said, looking at her charts.

"What are you talking about?"

"I thought you asking what time it was." Luna said, looking up from her charts.

"No, no, no, I'm telling you it is time."

"Yeah and that time is three twenty two P.M."

Discord took in a deep breath to calm himself down. "I have another call." He disappeared once more. He appeared in front of the Diamond Dogs.

"We're behind you one hundred and ten percent Discord." The head diamond dog, Rover, said. "Any pony that refuses to give us the precious gems will face our might." The dogs laughed.

"Wait, what are you talking about?" Discord staring at them, with a questioning look.

"What are you talking about?" Rover asked.

"The invasion of Equestria." Discord explained.

"What is Equestria?"

Discord's left eye twitched in pure agitation. He disappeared again, appearing in front of Blueblood. "Now see here monster," He growled. "I shall have your head for nearly choking me to death."

"Well it wasn't my fault." Discord then raised his talon hand. "But if you want to continue this quest of yours I can just…"

Blueblood shrunk back in fear. "I'll just shut up now."

"That's a good pony." Discord smirked. _'How could this coward share any of Celestia's heritage?' _He then answered another call.

He appeared in front of Screwball. "Let me fly again." She chirped out in excitement.

"Later." Discord told her. He teleported away.

"Yeah, it's us again." Carrot Top had her front legs crossed and an eyebrow raised. "Still really confused again."

"Look, we're taking over Equestria, namely Canterlot."

Carrot Top rolled her eyes. "Yeah, I'll just fly there."

"But I can't lift you," Ditzy pointed out.

"I didn't mean it literally."

"Look." Discord raised his bear hand to silence them. "I'll teleport you there." _'Why is getting together an army so hard?' _He thought. _'Jester never gave me this much…' _His eyes went wide. "Hey, do either of you know where I can find Jester?"

"Who?" Both Ditzy and Carrot Top said in unison.

"Never mind." He groaned. He snapped his fingers and appeared before a blue unicorn mare, wearing a star studded cape and hat. "You're the Great and Powerful Trixie, right?"

She took up a proud posture and gestured to herself. "Trixie is guilty of being great and powerful."

"Do you know where I can find Jester?" Discord asked.

Trixie looked affronted for some reason. "Your mother can find Jester." She shot at him.

"Ha," Discord said, pointing a finger at her. "The jokes on you. I never had a mother." He let the fact sink into him for a moment. His shoulders sagged and he looked down at the ground. Sad violin music started playing. A couple seconds on, he looked over to where the music was coming from. A brown, suit clad, Earth pony was playing a violin. When he noticed his staring, the pony stopped and smiled shyly. He then took off towards the cart and went inside. Discord looked at Trixie and pointed at him.

"Oh, he is a friend of Trixies." Trixie said, with a hoof over her chest.

"A friend? I never would have guessed." Discord rolled his eyes and disappeared. He reappeared back in front of his chair. He waved his hand over the collar he still had. "Okay, can everyone hear me?" There was a collection 'yes's. "Good. Alright, I know you all have questions and I'm happy to answer them, but I need a breather. It isn't easy teleporting back and forth so willy nilly. So, I'm transporting you all to a hotel I rented out. Any objections?" No one said anything. "Good." He snapped his fingers, triggering the collars to transport the ponies over to the hotel room.

Discord sighed. _'This is going to be along conquest.' _He thought. _'But it's not a real conquest without the star player.' _He followed the trail of a magical artifact he had given his friend. He eyes were closed; a small smile lit his face as he prepared to meet his long lost pal.

"Ah, Jester, how long has it…" He stopped the moment he opened his eyes. He took in his scenery. He had teleported himself in the middle of a graveyard. _'How could I make such a big mistake?' _He thought, before looking down. He froze. The grave in front of him had a gentleman's hat on it. Of course he knew it was no ordinary hat. He had blessed it with the powers of chaos, as a gift to his most loyal servant. Gingerly, he grabbed it; almost like he was afraid it would burn him. He picked it up and held it to his eye level. _'Why would he leave it here? A trick perhaps? It better be a good one. We have much catching up to do.' _

Without a second thought, he glanced down at the grave the hat had laid upon. He read the inscription. He took a couple of steps back, his mouth hung open.

'_Here lies Jester, The Immortal Fool_

_Proud servant of Discord and founder of Daily Chaos,_

_May he eternally play pranks in the great pasture above.'_

Discord did nothing for several moments, except reread the words over and over again. A small part of him hoped he read it wrong, that his mind was just playing tricks on him. But this was no trick.

The ever joyous spirit fell to his knees. "I'm sorry." Discord told the slab. A single tear fell from his eye. "I'm sorry."

* * *

><p><strong>(During the days of Discord's reign)<strong>

High above, in the sky, Discord was laughing his head off on top of a cloud. Far below, ponies were slipping and sliding out of control on the roads, unable to stand up straight. "Soap road." He said, through his laughs. "Brilliant. I'm going to have to use it more often."

Beside him, equally as mirthful, was a blue Pegasus colt. His long dark blue mane was held in a ponytail. "I can't believe I thought of it."

"I can." Discord just adored foals. They always had such spirit, such enthusiasm. And don't even get him started on their imagination. Some of the most creative foals were nearly a match for him, but that's not the real reason. The real reason he loved them was because of their innocence, pure of heart as some say. They could laugh at anything and enjoy the simplest of life's pleasures. It reminded him of a certain mare he knew.

He never did anything o harm a youngling, especially this one. He didn't know why, but there was something about the colt that reminded him of himself. "You're special Jester."

Jester stopped laughing. "Really?"

Discord nodded. "Oh yes," He told him. "You're a personal favorite of mine. Why do you think I spend so much time with you?"

"I never thought myself special." Jester looked down at the ground below.

"Of course you are." Discord placed a hand on his shoulder. "You're the most special pegasi I've ever met and I mean that."

Jester was silent for a moment. He looked like he was focusing on something. "Mr. Discord," He asked. "Why are they carrying a box?" He pointed down to the ground.

Discord raised an eyebrow. _'Carrying a box?' _He looked down to where Jester was pointing at. A small convoy of ponies were carrying a coffin along with them. He rolled his eyes. "Oh, it's just some old geezer who passed on."

"Passed on?" Jester gulped. "You mean dead?"

Discord nodded and lay back on top of the cloud. "Yeah. Everypony dies." He stated, as though it was some boring, trivial fact. "Except for me of course. Death knows not to try and take me."

"So, does that mean I'm going to die?" Jester asked.

Discord flew himself back into a standing position. "Most certainly not." He couldn't imagine haven't to watch the little colt before him die. _'Not again. Not like all the others.' _

"You promise." Jester looked up at him, with pleading eyes.

Discord smiled down at him and ruffled his mane. "Of course," He said. "I promise and when I promise something, I live up to it."

* * *

><p>But he didn't keep his promise. Jester lay dead and buried, just like all his other friends and comrades. He outlived them all. The spirit of chaos hung about in front of the grave for a few more moments. "I screwed up again, didn't I?" He asked. He nodded. "Yeah, I did." He was met by silence. "I told you to be careful. The spell didn't mean you were invincible." He looked away. "Sorry. I didn't mean to snap."<p>

A small breeze blew past him. "I should have remembered to stop by last time. Check up on you. That would have been great."

The graveyard held nothing but silence in response. "I won't make that same mistake again. I'll stop by after I take over Equestria…No I'm going to really do it this time. No screw ups or anything…Hey, I do not screw up all the time." He held his gaze squarely on the grave stone for a moment. He sighed. "You're right about that."

Finally, he placed the hat back on top of the stone tablet. "Sleep well, old friend." He lent one last smile, before teleporting away.


	3. Part 3: Discord's Evil Council of Doom

On the outskirts of Canterlot, a bright white flash lit up a small alleyway. In the middle of it, appeared a large mismatched group of creatures, mostly made up of ponies. They were all silent, taking in the place they had arrived. It was an old part of Canterlot, so old that no one seemed to have lived in it for years. It was dark, damp, and overall depressing.

"Well, I didn't see this coming." Carrot Top's voice oozed with sarcasm, as she rolled her eyes.

"Well, it is in Discord's nature to be random." Princess Luna explained, not picking the sarcasm.

"I was being…" Carrot Top stopped speaking, when she finally noticed the mare before her was the one and only ruler of the night. She bowed. "I-I-I'm sorry, Princess. I didn't notice you."

Luna sighed. "There is no need to bow before me. I am just as confused as you."

"I'm not." Pinkie Pie said, hopping about the group.

"Oh great," Gilda put a hand to her face. "Her again."

Pinkie Pie stopped in front of her. "Hi, Gilda. It's so super duper to see you again."

"Yeah, likewise." Gilda rolled her eyes.

"You know this griffon?" Luna asked.

Pinkie Pie nodded her head. "Uh-huh, she was Dashy's friend, but she was a big meany pants to me."

"But she doesn't wear pants." Luna stated.

"She wasn't being literal." Gilda looked away from them and muttered, "Idiot."

"Hey!" A blue, blond maned, stallion walked in between them. "You will show the Princess some respect."

"The Princess?" Photo Finish rushed up to them. She looked Luna up and down and smiled. "Wunderbar!" She exclaimed. "I have a whole line of dresses that you must see."

"Ah yes, I'd love to." Luna was a bit taken aback by her mannerisms. She then turned to the stallion that had defended her. "Noble stallion, what is your name?"

The Earth pony smiled. His cutie mark was an hourglass. "Oh, I'm known by many names, dear Luna." He bowed. "But you can call me, The Master."

Ditzy Doo gulped and took a step back. Carrot Top noticed her uneasiness. "Is something wrong, Ditzy?" She asked.

"No." Ditzy shook her head. "It's just his name...I've heard it somewhere before."

"Oh, I get that a lot." The Master told her. "I travel from place to place."

"Look, this is all very fascinating," Blueblood stepped in. "But it hardly helps us figure out what that beast wants."

"And why it dragged us to this disgusting place." Upper Crust added. A rat ran in front of her hooves. She shrieked and quickly hid behind her husband.

Gilda snickered. "It's just a rat." To emphasis this, Gilda quickly seized the creature in her mouth and bit into it.

There was a collective, "Ewww," from a group of fillies, as Gilda swallowed her catch. "Daddy always said griffons were barbarians." Diamond Tiara said. "Guess he was right."

Gilda growled and glared at the little filly. "Oh, really." She challenged.

Diamond Tiara cringed before her gaze and whimpered a bit. "Stop it." Carrot Top said. "You're scaring the little filly."

"Scaring the little filly." Gilda said. "Lady!"

"Oh, for goodness sake," Trixie grumbled. "Are we going to continue arguing, or are we going to find this hotel?

"The mare has a point." Blueblood said, before walking off. "The sooner we find civilization, the sooner I can get back to my afternoon pampering."

Luna scowled. "I really hate him."

"I don't know," Carrot Top stared off after him. "He seemed cute, in a royal douche bag kind of way."

Luna stared at her for a moment, before turning to Ditzy. She shrugged. "She's desperate."

"I am not." Carrot Top stomped a hoof on the ground and walked on after Blueblood. The rest of the gang followed.

* * *

><p>It didn't take long before the group found the hotel, or what was left of it. It was deteriorating and most of the glass windows were broken. "And we're supposed to go in there?" Trixie asked.<p>

"Eyup." Pinkie Pie walked by, smiling. "Isn't it great? It has this spooky vibe to it." Her eyes widened. "This would make a great place for a Nightmare Night party."

"I don't know." Princess Luna looked at the place from top to bottom. "I'd rather tear this whole neighborhood down. We could always use it for something else, like a zoo or something."

"I love zoos." Pinkie Pie chimed.

"I personally find them disgusting." Blueblood said, sticking his nose in the air. "I mean, who wants to look at filthy animals."

"Yes," The Master eyed him. "Filthy animals, indeed."

Blueblood didn't catch his small glare or the scorn in his voice. He simply walked up to the door and stood right in front of it. "Well," Gilda called up to him. "Aren't you going to open the door?"

"I have servants for that." Blueblood stated, with his snout pointed up in the air.

"He really does." Luna said. All heads turned to her. "He even has ponies to brush his teeth for him and other such mundane acts."

"I'm a prince," Blueblood stated, putting a hoof to his chest. "It is my sworn duty to enjoy the pleasure of our fine country." Luna harrumphed.

Everyone sat in silence as Blueblood sat in front the door. "Oh, out of my way." Gilda said, shoving past everyone. She went up beside the princes and glared him down. He flinched underneath it. She then shook her head and reached for the door.

Just before she touched it, a can whacked her hand away. On the tip was a green gem. "I wouldn't do that, if I were you." A green unicorn said. She saw a dark green question mark on his flank.

"What's the big idea?" Gilda shot at him.

"The idea is that this very doorknob can only be opened by one of royal blood." The unicorn stated. He then looked to Blueblood.

Blueblood sighed. "Very well." He said, before grabbing the doorknob. The moment he did, his body lit up in a dazzling show of sparks and electric waves.

"Whew, fireworks." Pinkie Pie cheered. A few seconds of pain and agony, and total mirth to everybody else, the doorknob stopped electrocuting Blueblood. He fell backwards. A whiff of smoke came off of his body.

"Is he okay?" Carrot Top asked, concerned.

"He's survived worse." Luna said. "Remember the Grand Galloping Gala." She called up to her nephew.

"I...hate...you...all." Blueblood said, still twitching from the initial shock.

"Oh, he says the sweetest things." Pinkie Pie giggled.

Just then, the door went wide open, hitting Gilda straight in the face. At the same exact moment, a white, yellow maned pony popped out of the doorway. "SURPRISE!" She yelled.

"Pray tell," Luna asked. "Who is that?"

She was answered when Pinkie threw herself and tackled Surprise. "Cousin!" She shouted. The two mares giggled as they landed, hugging one another. "It's so good to see you again."

"You too." Surprise said, as the two mares got back on to their hooves. She looked over to the green unicorn. "And you even brought Cousin Quizy with you."

The green unicorn frowned. "It's Quizzler, not Quizy." He said. "You know I don't like being called Quizy. It sounds like a sickness."

"How many cousins do you have?" Carrot Top asked.

"Loads." Pinkie Pie threw her hooves up into the air to emphasis. "The more, the better."

"Our family reunions are quite legendary." Quizzler chuckled.

"Ah, yes." Luna finally nodded, remembering something. "Celestia told me about your bloodline. She finds you all very interesting."

Quizzler bowed. "We do try." He then looked over at The Master. He smiled broadly. "And I thought I'd never see you again."

The Master just laughed. "Do you really think that mere police can hold a Time Lord?" Quizzler shrugged, before going over and hugging him. "I see you still have that cane of yours."

Quizzler pulled back and levitated his cane. "As I said before, I never go anywhere without it." He told him.

The Diamond Dogs eyed the cane, greedily. "We wants your shiny gem cane." Rover said.

Quizzler pulled his cane close to his side. "No one told me Diamond Dogs would be here."

"No one told any of us anything." Trixie said. "I like to be informed about such things."

"Hey," Carrot Top said, looking her over. "You're that show pony that wrecked the town."

Trixie looked affronted. She put a hoof a hoof to her chest. "It is not my fault that those colts lacked intellect. I would put the blame on their teacher. Is it not her job to inform foals about such things?"

"Don't talk about Cheerilee like that." Carrot Top glared at her.

"ENOUGH!" Luna used her royal voice level, quieting the whole group. "INSIDE! NO!" No one disobeyed her. Soon enough, the door closed behind them.

"Why hello everypony." A voice called out to them. They looked over to see a pale, old Earth pony walk up to them. He held a long black cane, to which he used to find himself around. The reason was because of a brown bandage that was wrapped around his eyes. He smiled. "It's so super to see you."

"It would be," Trixie started. "If you just take off that ridiculous bandana."

"Oh, this old thing." The old stallion said, reaching up to touch the bandage. "I've worn this for so long; I don't think I've ever taken it off."

"Oh, great." Blueblood threw his hooves up in the air. "The owner is a blind fool. That's just what I needed."

"Hey!" Surprise jumped in front of the stuck up prince and glared at him. "Don't talk about him like that. He's a nice pony."

"Yeah, ri..." Blueblood's eyes widened when he noticed the mare in front of him. "Oh no, not you."

"Yes me." Surprise answered. The two stared at each other for a moment.

"What's up with them?" Carrot Top asked Pinkie Pie.

"Stuff." Pinkie answered, glaring at the prince. "A whole lot of stuff."

"Sounds serious." Ditzy commented.

"I don't get it." Luna said.

"There's a lot you won't get about our family." Quizzler said.

"You're a bunch of dweebs." Gilda walked past everyone. "That's all I need to know." She stopped in front of the blind stallion. "Eh, old geezer, you got any free rooms."

"Why yes," The stallion nodded. "But I thought you'd like to have the rented room." Everyone was silent for a couple of seconds, before murmuring about Discord broke out. "So, do you want the room or not." The old stallion cut in.

"Ja." Photo Finish spoke up. "But how well is the room decorated?"

"I did my best." The old stallion answered.

"Oh, great." Prince Blueblood rolled his eyes. "The best of a blind stallion. That's so reliable." Gilda snickered.

The stallion ignored their comments. "Your room is upstairs, third door to the right." He told them. "It's unlocked, so you can just walk inside." The group walked on up the stairs, all except for one pony. Ditzy watched the elderly pony sigh and use his cane to guide him back to behind his counter. She couldn't help but feel sorry for him. She trotted over to him and helped him on his way. "Thank you."

"You're welcome." Ditzy turned her attention to the stairs, before back to him. "Don't listen to them. They just like to make others feel bad about themselves. Deep down, I don't think they really mean them."

"Don't worry my dear," The elderly pony said. "I've dealt with the likes of them before." He paused. "But that was so long ago...No one ever comes around here anymore."

"Why didn't you just leave?" Ditzy asked.

"Oh, don't worry about that." The elderly pony smiled. "This place has all I need. Besides, where could I go?"

Ditzy was silent for a moment. "You could always come stay with me."

He shook his head. "I wouldn't want to be a burden."

"No really," Ditzy said. "I have a spare room in my house you could stay in."

"No." The old stallion replied, tapping his cane on the ground in agitation. "I know you have good intentions, but I can't leave this place." He tilted his head down. "I just can't leave."

"I'm sorry for asking." Ditzy said, lowering her own head.

The elderly pony smiled. "Now don't go crying for an old fool like me." He told her. "I love living here. This fine gentlestallion promised to spruce the place up."

Ditzy stood there a moment, looking at him, before walking back up to the others. She opened the door to find everyone sitting about talking. She trotted over to Carrot Top. "Are you okay?" Carrot Top asked.

"Yes." Ditzy said, not making eye contact with her friend. "I'm fine."

Off in another corner of the room, Trixie was rubbing her chin, looking at Princess Luna. "Wait!" An idea popped into her head. "I know you."

"Yes, I'm sure you know your Princess." Luna said.

"No, I mean you were Nightmare Moon."

Luna's eyes grew wide in fear and concern. "I have no idea what you're talking about."

"Yes, you do." Trixie smiled confidently. "You're the eternal goddess of the night."

"I am, but I'm no Nightmare." Luna's voice quivered.

"You tried to plunge the world into eternal darkness..."

"NO!" Luna shouted, cutting off Trixie. Everyone looked at her surprised. "I mean, okay, I was before..." Luna looked out the window, as though in a daze. "But that was the past."

Everyone was silent. "Okay, I'm just going to ignore you now." Trixie said, turning away.

Just then, Discord walked through the door. "Alright, alright, alright." He stopped and clapped his hands together. "Is everyone all here?"

"Of all people, you should know." Trixie called up to him.

"Yeah, it's kind of stupid to ask that." Gilda said.

"I was just asking, sheesh." Discord grumbled. "Now, I'm sure you are all wondering why I called you."

"YES!" Everyone agreed.

"You see, I have assembled the most devious and clever minds in all of Equestria for one grand purpose." Discord said, playing his fingers against one another. "Together, we shall defeat Princess Celestia and take the throne for ourselves." An evil laugh escaped his lips.

"WHAT?" Princess Luna glared at the creature before her. "You gather all of Equestria's scum..."

"Hey, what about me?" Blueblood put in.

Luna looked at him and then back to Discord. "You gather all of Equestria's scum..."

"Darn it." Blueblood muttered under his breath.

"So, you could take my sister's throne." Luna said.

Discord nodded. "Pretty much, yeah."

"And you brought me along?" Luna looked at him, as though he was an idiot. "What in my sister's name would ever get you to think I would turn against her...again?" She quickly put in.

Discord feigned fear. "Oh no, I've made a terrible mistake. I let little Lulu outsmart me and now I'm doomed. Doomed!" He put a hand to his forehead and swooned. Luna just glared at him. He sighed. "You never did like my jokes."

"You were never funny." Luna looked away and snorted.

Discord put a hand to his heart. "That hurts."

"That will pale in comparison to turning your retched hide back into stone." Luna threatened.

"You haven't changed." Discord said, sending her a small glare. "To answer your question, I brought you here, because I knew you'd gladly work for me."

"And why is that?" Luna raised an eyebrow. "I would never work for such a lesser being."

"I wonder," Discord tapped his chin, before smirking. "How many times you referred to Xenos as a lesser being." Luna stiffened at the mention of that name. Discord's smirk grew ever wider. "I'd hate to think of what might happen if poor Tia ever found out about what really happened to your special brother."

"How did you..." Luna started.

"I have my sources." Discord sent her a fierce glare.

"Could someone clue me in on what's going on?" The Master piped in.

"Aren't I entitled to a few secrets of my own?" The spirit of Chaos question the Time Lord. The Master went silent, but sent a small glare his way. "Now, let's get back to this meeting.

"Ah, excuse me." Jet Set looked around nervously. "My wife and I don't belong here with these scum."

"Oh, but you do." Discord smirked. "You two judge people by their birthplace. That hardly seems nice at all."

"The pony has a point." Luna said, raising a hoof. "I'm not a villain either."

"Of course you're a villain." Discord said. "You were going to plunge the world into eternal darkness, just because you were jealous of your sister."

"I was just confused." Luna stated, breathing heavily. "I didn't know what I was doing. Honestly."

"Is that what you told your parents when they caught you making out with your marefriend?" Gilda poked her in the side. A small murmur of laughter went through the group. Luna blushed in embarrassment .

"Silence." Discord shot at them. "We didn't come here to talk about Lulu's ambiguous sex life."

"I did." A voice from outside said.

"Hey!" Luna said, looking like she was about to kill him.

"Shut up." Discord said, while thrusting a coconut cream pie in her face. "We all came here to defeat Celestia. Once and for all." He looked around the room. "Hey! Where's Surprise?"

He was answered by two, loud, draconic screams and then the sound of building's tumbling down. Soon afterwords, the yellow mare opened the door. She was smiling like a maniac. "Whoo, I've never scared a dragon before, let alone two."

"Dragons?" Upper Crust gulped and pressed herself against her husband for comfort.

"Don't worry." Discord said, moving a hand in the air as if to wipe away their concern. "They're on our side." He quickly flew over to the window. "May I present," He pulled aside the curtains to reveal two dragons: a red fire dragon and a green forest dragon. "Traxoric and Ackuna..." Discord scratched his head. "Ackumi...Acky...Acme..." He snapped his fingers and a parchment appeared in his hands. He looked it over, before glancing over to the green dragon. "Look, I'm just going to call you Bob, okay." The green dragon grumbled angrily. "Yeah, okay." He turned back to the group. "Now on to business. Evil business." He started laughing maniacly.

"Wait a moment," Luna said, raising a hoof. "Is this it?"

"What are you blathering about?" Discord asked.

"I mean is this it?" Luna looked around the room. "Is this your army?"

"Yes," Discord nodded his head. "I'm quite happy with it."

"Oh, come now. There's got to be more. I mean, you can't seriously hope to take Canterlot by storm with only a couple dozen ponies...and others." She sneered at the griffon. Gilda balled up one of her hands and glared at her. "Don't you have some sort of organized cult or something?"

"I did." Discord's shoulders sagged. "But your sister dismantled it not long ago."

Luna smiled. "Ah yes," She said. "The incident involving those creatures she talked about."

"I'd hate to interrupt this interesting conversation." Trixie rolled her eyes. "Shouldn't we carry on."

"Quite." Photo Finish said. "Beside why would I help you?"

"Pardon?" Discord asked, raising an eyebrow.

"I mean, helping you would ruin my career." Photo Finish stated.

"On the contrary," Discord snapped his fingers, appearing right beside her. "You'd become ever greater then you are now." He hooked an arm around her. "Picture it. You, at the head of the fashion world. Everyone going to you to stage their shows, or to pick out models. Everypony would know your name: Photo Finish!"

"Ja," Photo Finish said, nodding her head. "That das sound gut."

"Indeed." Discord smiled.

"And what about the Great and Powerful Trixie." A little colt, by the name of Snips, said.

"Wait a moment." Trixie narrowed her eyes, looking at two familiar colts. "I know you two."

"She remembers us." Snails said, rather excited.

"You're those colts that brought the Ursa Minor into town." Trixie gave them a deathly glare. "And ruined my career."

"Ah," The two colts looked at each other, nervously.

Trixie grit her teeth and lunged at them. Ditzy and Carrot Top held her back. "Let me at them." Trixie growled. "It'll all over quickly."

"Calm down." Carrot Top told her.

"Yeah, they're just colts." Ditzy said. "They didn't know any better."

"Colts that wrecked my carriage." Trixie said, struggling against the two mares. "Everything I owned was in there. I was lucky to find my cape and hat still intact."

Discord just sat back, enjoying the show. "Oh, I forgot how splendid it is to watch you ponies." He commented. "It's always hilarious."

"Discord!" Luna glared at him. "Why did you bring foals along?"

Discord shrugged. "They fit the bill." He said, before pointing to three fillies. "You would not believe how much chaos they bring about."

"Hey!" Scootaloo said. "That's so not true."

"Well," Sweetie Bell started. "We do get carried away sometimes."

"But we're not evil." Scootaloo said.

"And who says I'm evil?" Discord told them. Everyone raised their hands, or hooves. He sighed. "I'm chaotic. There's a difference."

"I see none." Luna stated, lifting her nose up into the air.

"That was cold Lulu." Discord said.

"And stop calling me that." Luna shot at him. "I will not stand for you to call me such a silly nickname such as 'Lulu'."

"You don't have a problem with Celestia when she calls you that." Discord countered.

"She's my sister." Luna told the spirit. "She's the only exception to the rule."

"Exceptions, Mcpeptions." Discord mocked. "I find your logic rather droll. I mean, I've known her far longer then you have." Before Luna could answer, he smacked another pie into her face, silencing her. "Now, onto the plan."

"And that is?" Blueblood asked.

"Drum roll please." The room was silent. Discord groaned and went to the window. "Is it too much to ask for a drum roll." He told the dragons.

"Sorry." Traxoric apologized. The two dragons started beating on their bellies.

"Thank you, for Celestia's sake." He turned backed to the group inside. "In order to defeat Princess Celestia, we are going to play a chess game with her." Discord smirked evily. "DUN DUN DUN!"

"That's your plan?" Trixie said.

"I already did that." Luna said.

"Me too." Blueblood put it.

"Look,..." Discord looked out the window again. "Cut it out." The two dragons stopped. "Thank you." He returned his gaze to the group. "This is not ordinary chess game. This game shall take place on a boat."

"A boat?" Trixie asked.

"Yes, ingenious isn't it." Discord played his fingers against one another.

"Is it furnished?" Upper Crust asked. He shrugged.

"Why a boat?" Luna asked.

"Because when we defeat her, we will push her off...into the sea." Discord explained.

"And what pray tell will that accomplish." Luna asked.

"Look, her hair will be soaking wet." Discord explained further. "It will take her hours to dry it. Long enough for us to take the kingdom."

"Why do we even need to play some stupid chess game?" Gilda asked. "Why can't we push that prissy Alicorn off the boat?"

"No." Discord glared at them all. "The boat is integral to the plot...The evil plot...Of which I am the evil mastermind."

"That plan sucks." Gilda stated.

"Yeah," Snips said. "It stinks."

"I like it." Pinkie Pie said, hopping by his side.

"Why thank you, Pinkie." Discord smiled.

"Sure thing." Pinkie answered. "You're not going to turn me grey again, are you?" She looked at him, with a large eyed, sad expression. The spirit of Chaos quickly shook his head. Pinkie smiled and hugged him. "Thank you." She then let go and trotted over to her seat.

Discord couldn't help but allow the smallest of smiles grace his lips. "My daddy could buy better plans than that." Diamond Tiara said, smirking.

"Oh, really." Discord put his hands on his hips. "Does anyone else have any other plans."

"Why not send a legion of spiders?" A voice said. Everyone looked over to a large, glowing sphere. Inside was a peculiar blue creature, that looked a little like a mix between a spider and an ape. Not to mention the black cloak.

"How long have you been here?" Discord asked.

"Oh, I got here about the same time you guys did." The creature said.

"And you are?" Trixie asked.

"Dr. Smith." The creature said.

"Hmmm," Photo Finish said, rubbing her chin. "I think black cloaks would make excellent attire. A new fashion line, perhaps." She pointed a hoof to herself. "Led by me, of course."

"Look," Discord interrupted everyone. "We are going with my plan."

"Oh come now." Dr. Smith said. "We should go with mine. This Princess Celestia would be no match for a giant legion of spiders." He waggled his fingers about when he said 'spider'.

"That sounds stupid." Diamond Tiara said.

"Look here." Dr. Smith adressed her. "I didn't come all this way to be told off by some stuck up pony." He looked around. "Honestly, I can't be the only one who tried using 'spiders'."

"Well, I did once." Luna said. "I got a little agitated at last year's Nightmare Night and intentionally brought about a swarm of spiders."

Dr. Smith looked at her for a moment before smiling. "That just proves it." He said. "Princess Luna is best pony." He started laughing.

Luna blushed. "Why thank you."

"We are not using spiders." Discord told him. "End of story."

Dr. Smith lowered his head. "Not even ponies like my ideas about spiders." He sniffled.

"Oh, don't worry." Pinkie Pie tried to cheer him up. "We could always have a 'giant legion of spiders' party."

"I think I'm going to like it here." Dr. Smith said, smiling.

"Enough!" Discord snapped at them. "Just forget about the chess and spiders."

"What about the boat?" Snails asked.

"Shut up." Discord glared at him. "We're just going to wing it. We'll just take the castle in a full on frontal assault, got it."

"This won't end well." Luna told him.

"That's my plan and I'm sticking to it." Discord folded up his arms and gave her a stern gaze.

"But, Mr. Discord." Apple Bloom asked. "What are we going to do with the Princess?"

"Why do you ask?" Discord said.

"Well, I mean," Apple Bloom started, she obviously looked concerned. "My sister says you're the bad guy and in stories, bad guys always try and kill the heroes and..."

"No!" Discord cut her off. "Celestia will be fine. I'll just send her away for a while."

"But, if we help you, won't that make us bad ponies." Apple Bloom asked.

Sweetie Bell sniffled. "I don't want to be a bad pony."

Discord couldn't take the sight of the sad fillies. "You won't be bad ponies." He told them. "You'll be ponies on a rightious crusade."

"A crusade!" Scootaloo said. The other two fillies stopped sniffling and brightened.

"You didn't say anything about crusading." Apple Bloom smiled.

"We could be..." Sweetie Bell squinted her eyes as she thought. "Cutie Mark Rightious Crusaders."

"I like it." Scootaloo said, smiling.

"Then it's settled." Apple Bloom said.

"CUTIE MARK RIGHTIOUS CRUSADERS GO!" The three fillies yelled, which rivalved even Luna's Canterlot voice.

"Ow, my ears." Traxoric complained, covering them the best he could.

"Well, since that's all setlled," Discord smiled. "Let's go defeat Princess Celestia, once and for all."

"Hey!" Silver Spoon said. "I didn't get to say anything."

"Save it for the next meeting, Silver Spoon." Discord said. The green dragon grumbled. "You tell her, Bob."

* * *

><p><strong>The writing style in this chapter is different then what I'm used too, so be easy. I just tried to make sure that all the characters got enough spot light. I hope I accomplished that. <strong>

**Well, till next time. **

**See ya!**


	4. Part 4: The Attack

Screwball shook in fear. She was scared out of her mind. The dark streets held an eerie feeling. _'Why did Discord bring me here?' _She thought. When the spirit of chaos transported her, she thought she'd end up in some crazy, whacko world, certainly not this dark and dismal place. But here she was, all alone. A cackling noise filled the air. Or so she thought.

Her head spun around, taking in every inch of the surrounding area. "Is anypony there?" She asked. She was answered by another round of cackling. She growled and glared at the darkness. She hated it when ponies laughed at her. _'They're doing it again. Making fun of you. Why? Why do they hate me so? I'm just…' _She shook her head, trying to get rid of those thoughts. She stomped a hoof onto the ground. "If somepony's there, stop it. This isn't funny."

"Why not?" A voice called out to her. It was obviously male, but it held a sort of eerie ring to it. It seemed to echo inside itself.

"Because I'm lost and I can't see you."

"But that's the idea." The voice answered. "It would be so droll if you could see me."

"What do you mean 'droll'?" Screwball asked. "It would make me much happier if I could see you."

"Happy?" The voice said. "My sweet, beautiful acquaintance," She blushed at his words. "Why would I want you to be happy?"

"What?" Screwball said. "What do you mean?"

"I mean, why would I want you to be happy?" The voice called out. "I've never been happy in oh so long…hmm, I forgot how long ago it was…But I'm side tracking myself. I ask again, mare of wonder, why would I want you to be happy?"

"Well…" Screwball went silent for a moment. She hadn't been expecting something like this. She just wanted out of this place. Somepony to comfort her. _'I WANT DITI!' _She screamed inside her skull. Her little sister would have known what to do. "Ponies usually help other ponies. It makes you feel good to help others."

"Well sorry," The voice snickered. "Helping others isn't in my nature. But tell you what, sweet thing; I'll lead you back to your little friends."

"Really?" Screwball asked, smiling widely. Finally, she'd escape from this spooky place.

"Yes," The voice answered. "I can't just sit back, while a pretty thing like you was left to wander these streets alone. Something could happen to you. As I being of chaos, I shall endeavor to help you. No charge."

"Thank you so much."

"No problem, but promise me something."

"Anything."

"Don't tell anyone about meeting me."

Screwball tilted her head to the side. "Why not?"

"Let's just say, I have a surprise party in mind, and I don't want to tip anyone off."

"I promise I won't tell."

* * *

><p>Discord and the gang sat outside the hotel building. The group was growing agitated, since they had been waiting for almost an hour. The spirit of chaos himself had made sure of that. He was simply sitting in the middle of the street, with a faraway gaze, tapping his chin.<p>

"If that monstrosity doesn't get his rump up and lead us," Luna ranted. "I'm going to do what I should have done all those years ago and skewer him on my horn."

"Oh, you don't mean that." Carrot Top said.

Luna looked at her, appearing rather serious. "I do."

Carrot Top gulped and took a few steps back. "Whatever you say."

Meanwhile, Ditzy stood beside the spirit of chaos. "Umm, Mr. Discord." She piped up.

Discord continued gazing off. "Yes." He answered, without paying her the slightest bit of attention.

"Why haven't we left yet?" Ditzy asked.

"Oh, I just have this nagging feeling, like I'm forgetting someone." Discord said.

"Does this pony happen to be me?" Blueblood asked.

"Or me?" Trixie added.

"Or me?" Gilda put in.

Discord shook his head. "No."

"Then, they aren't important." Blueblood stuck his snout up in the air.

"But, everypony is important." Carrot Top said.

"Well, I'm not a pony." Gilda said, gesturing to herself. "So, deal with it."

"If there is one thing I hate more in this world then being stoned," Discord stood up dramatically. "Is dealing with it."

"Dealing with what?" Ditzy asked.

Discord's shoulders sagged. "I have no idea."

Just then, a pink blur went through the crowd, slamming into Diamond Tiara. "DITI!"

Everyone looked over to see Screwball cuddling the small filly, who was desperately trying to get away. "Sis!" She whined. "Not here."

Screwball ignored her. She squeezed tightly around her and cried softly. "Thank Celestia I found you. You would not believe how scary it was out there."

Discord cleared his throat, rather annoyed she had used that metaphor. "Yes, that was cute and all, but we need to get moving."

"But what about the council?" Screwball asked.

"We finished that about an hour ago." Discord told her.

"You had the council…without me?" Screwball sniffled, holding back a few tears.

"You have to admit." Diamond Tiara said, patting her sister's shoulders. "That was kind of mean."

Discord groaned and pinched the bridge of his nose. "We'll talk about this in the next meeting." He told them. "Now, can we get on with taking over Equetria?" Everypony nodded, even Screwball, although she was teary eyed. They started moving out.

"Isn't anyone curious about where she was this whole time?" Quizzler asked.

"Nobody cares." Gilda called back to him.

* * *

><p>The sun was set high in the sky, illuminating the whole horizon. Everywhere it touched, peace and prosperity reigned. The land was filled with bliss and happiness. All but one enjoyed the comforting gaze of the celestial body.<p>

Celestia lay on her bed, inside her personal chambers. She hadn't left that room since her meeting with the spirit of Chaos. She had stayed up all night, trying to figure out his plan. _'Plan?' _She thought, laughing. _'He never plans anything. It's not his nature.' _Yet, he never lied. That was also his nature. If he said he'd do something, he would do it.

'_But an army? He could never keep it together, let alone gather one.' _Still,Celestia thought over the possibility. She couldn't just throw it out the window, no matter how ludicrous it sounded. Her ponies were in danger. She had to make sure that her kingdom remained safe and secure.

There was a knock at the door. The celestial princess turned her head. "Come in." She called.

The door opened to reveal one of her white Pegasus guards. Not just any guard, but Captain Courage, her most trusted soldier. Over the years, he had saved her life almost a dozen times. _'I have been letting my guard down this past century, haven't I.' _"Princess, you have an urgent message."

"Well, what is it?"

"A member of my imperial guard seems to have picked up an important piece of information." Captain Courage explained. "He refused to tell anypony other than you."

Celestia gently flapped her wings a couple of times to help her stand. Gracefully, she jumped out of bed and walked up to her captain of the guard. "Show him in."

The moment she said that, an imperial guard came crawling on over to her. He was sweating profusely and looked like he had run all across Canterlot. Concern for his wellbeing immediately welled up within the fair princes. She never liked to see anyone in pain. Her nature forbad such thoughts. She was a being of purity after all. "A...(gasp)…a message."

"Oh, my dear guard," Celestia said, her voice dripping with concern. "You should get your rest. You can have use my bed."

The guard blushed at the thought of lying in the royal princess's bed. "I…don't think…"

"Oh, no, no, no." Celestia stopped him, using her magic to gently lift him off the ground and carry him on over. "I insist." She laid him down onto the soft blankets.

The guard seemed to relax immediately upon feeling the warm, comfortable sheets. "Thank you, your highness."

"No need." Celestia shook her head, smiling. _'Well, at least he's comfy.' _She thought. "Now, what was the message?"

The guard's blush intensified, as he tried to remember. "Oh, yeah." He said, chuckling nervously "That."

"Will you just answer the princess's question already." Captain Courage growled.

The guard gulped. The Captain was not one you wanted to ire. His eyes went wide as he remembered the message. "It's Discord. He's loose."

Celestia closed her eyes and sighed. _'Well, they had to find out sometime or another.' _She thought.

"WHAT!" Captain Courage shouted. "What do you mean, he's loose? The Elements of Harmony defeated him. Don't you remember?"

"I'm afraid, that the effects weren't permanent." Celestia spoke up.

The guards both looked at her. "What do you mean, not permanent?" Captain Courage asked.

Suddenly, there was a flash of light. Discord looked like he was rather agitated. "She means exactly what she said." He rolled his eyes. "I mean, really, why must you ponies ask the obvious."

The guards sprang to their hooves and took up battle positions in front of Celestia. "Go, Princess." Captain Courage said. "We'll hold him off."

Discord sighed. "Oh, this again?" He complained. Celestia had to hold back a giggle. Yes, she admired her guards bravery but what she really admired how Discord could just laugh right in the face of danger. _'He's always been rather dashing…NO! Don't go on thinking about him. He's evil. A monster with a soul as black as night.' _The spirit of chaos snapped his fingers and instantly, the guards vanished. He smiled. "That's much better."

"DISCORD!" Celestia yelled. "What did you do with them?"

"Oh, I just sent some them outside." Discord said, snapping his fingers again. The door closed and she could hear it lock.

"Really?" Celestia raised an eyebrow.

"Of course," Discord chuckled. "I would never think of doing anything to harm your precious ponies." He looked around the room. "I'm sorry, for dropping in like this. I just couldn't stand the sight of any guy other than me laying in your bed."

A blush came to Celestia's face as she glared at him. "What do you want and why are you in my personal chambers?"

Discord jumped onto the bed and laid back. His hands were behind his head. "I thought we went over this before. I want your kingdom, dear princess. As for why I decided to pop inside your bedroom," He smirked. "Well, it wouldn't be the first time." A little blush formed itself on her cheeks. Old images flashed in her mind. "Ah, memories."

"Yes," Celestia's eyes flittered this way and that, as she tried not to look at him. _'Why does he always do that?' _She thought. His teasing was so annoying.

"Remember all those nights we spent, huddled against one another." Discord wrapped his arms around himself. "Keeping each other warm and safe all those nights."

Celestia's blush grew larger. _'Oh, he did not just bring those up.' _She told herself. "Those were friendly cuddles."

Discord chuckled. "Oh, is that all they were?" He sat up straight, smirking.

Celestia moved closer towards him, glaring through her blush. "Yes," She said. "Just friendly cuddles." _'Well, he was so soft and…NO!'_

"My dear, there's no such thing as a friendly…" Discord started, but was interrupted when Celestia poked him in the chest. She brought her face right next to his own. She looked him right in the eye.

"Friendly cuddles!" Her glare was as fierce as the sun in the sky.

The spirit of chaos gulped. "Yes," He said. "Friendly cuddles." They stayed like that for a couple of moments. "Well, I hate to cut this short, but I have a kingdom to reclaim. You know how hard that is to pull off." He snapped his fingers, and in an instant, he was gone.

Celestia stood there, thinking over her little encounter. _'Oh, that creature…He doesn't know when to stop. He knows I hate it when he teases. And how dare he bring up our cuddle time!'_ She then thought of his eyes. They didn't hold the same demonic presence she had seen all those years ago. He seemed like his old self. _'Well, not just like his old self, but he has changed. No! He still the same evil being that took the throne. That let all those ponies suffer under his reign. He won't change. He'll never change.'_

As she kept feeding her anger against the chaos spirit, which did nothing to assuage her own spirit, she heard a knock at the door. She went over and unlocked the door. The moment she opened it up, she saw the face of her nephew. "Hi, there auntie." She shut the door in his face, which smacked right into his face. "OW! My beautiful face. How can the kingdom survive without it?"

"It'll do, you whiny pony." Said a weird voice from outside the door.

"Dr. Smith," She heard Pinkie Pie. "Should we help him?"

"If by helping him, you mean sick a legion of spiders upon him, then yes." Dr. Smith answered.

'_Okay, who's at my door?' _She wondered, rather curious about this Dr. Smith. Once she did, she was met by some weird faces: Pinkie Pie, a derped eyed gray, blond maned Pegasus; a white, yellow maned Pegasus; a screw eyed, pink, purple and white maned Earth pony, and a creature that looked like a cross between a hairless ape and a spider, dressed in a black cloak.

Pinkie Pie smiled at her and waved a hoof. "Hi, Princess."

"Hello, Pinkie. I see you've brought some friends." Her eyes darted about them. _'Well, Twilight said she was rather odd. Why can't she have odd friends.' _She told herself.

"Yes sir ree diddy." Pinkie said. She then pointed to each one. "This is Surprise,"

She pointed to the yellow mare. "I'm just as surprised to meet you as you are to meet me." Surprise said.

"Ditzy," Pinkie said.

The derpy eyed Pegasus. "I brought the muffins." She smiled.

"Dr. Smith." Pinkie introduced.

"Pleased to meet you." Dr. Smith said.

"And Screwball." Pinkie gestured to the last mare.

"I…I don't have anything clever to say." Screwball frowned.

"And why are you all here?" Celestia asked.

"We are your singing telegram." Pinkie Pie chimed.

Dr. Smith pouted and crossed his arms. "I'm not singing."

"Oh, come on." Pinkie Pie whined. "It will be fun."

"Unless the song is about spiders, I'm not interested." Dr. Smith told her.

"Fine." Pinkie Pie grumbled.

"So, what is that you bring me?" Celestia asked.

"A message." Ditzy said. "A verbal message, without any papers, or words, and…and…" She stopped and looked at the others. "I'm sorry, I just can't. I'm a mailmare, not a singing telegram."

"But we aren't singing." Dr. Smith said.

"Ahh, but I had the lyrics and everything." Surprise complained.

"Could you please get to the point?" Celestia groaned slightly.

"Oh, right." Pinkie Pie said. "We came to deliver a message from Discord."

Upon hearing his name, Celestia stiffened. "Yes,"

"He said he was going to meet you later." Pinkie said.

"Well, you're too late for that, my dear pony," Celestia sighed. "He already came by."

"See," Surprise said. "I told you we should have taken the elevator."

"We have an elevator?" Celestia asked.

"You do now." Pinkie Pie smiled brightly. Just then, there was a loud crashing noise from another part of the castle. The group cringed as they heard somepony scream 'MY LEG!'.

"I think we can scrap the elevator." Dr. Smith said. The others nodded.

"I felt assured that ducktape would hold it together." Screwball said, inspecting a roll of tape in her hoof.

"Well, if this is all you had to say," Celestia said, using her magic to hold the door.

"Wait!" Dr. Smith said. "There is something you must know."

"What is it?" Celestia raised an eyebrow.

"Spiders!" Dr. Smith wiggled his fingers about. Celestia closed the door. She heard them knocking at the door again. She sighed and opened it again. "You're doomed. Doomed!" She closed the door in his face again.

* * *

><p>A short time later, the gang lined themselves outside the castle. Discord smirked as he stared at the structure. <em>'Let's see her stop this.' <em>He thought. The chaotic being nodded his head to the others, who took this as a cue to start walking.

"Oooh," Pinkie Pie said, trotting beside him. "Are we going to have a party afterwards?"

Discord smiled and patted her head. "Of course, Pinkie." He said. "We'll have the biggest party Equestria's ever known." The pink mare squealed in delight.

As he neared the castle, a wave of nostalgia swept over him. That was the place he was raised. Where he learned about the moon, the bird and the bees, and…_'Etc., etc., etc.' _And on the balcony, looking down at them, stood the high and mighty princess herself. Her captain of the guard stood beside her. _'He's quick.' _He thought, recalling that he'd sent the two guards all the way outside the city limits. _'No matter. I'll just be sure to send him much farther. Maybe I should take his wings as well.' _

He watched the princess just stand there, looking oh so proud and confident. _'Oh, I can't wait to wipe that smug look off her face. It will be priceless.' _He then raised one talon and pointed it at the castle. "Charge!" He yelled. Everyone gave out a yell and started running forward.

Celestia just stood there, doing nothing. Even the guards did nothing. _'This will be easier then I imagined.' _He thought. But as he thought that, suddenly, a large cannon appeared out of another spot of the cannon.

The spirit of chaos' eyes went wide as he stared at it. _'Fudge.' _"Run away." He yelled, going in the opposite direction. Everyone started screaming and followed him.

* * *

><p>Celestia couldn't help but chuckle as Discord and his band ran. <em>'Oh, even in defeat, he's hilarious.' <em>She thought. _'And a little cute…NO!' _She also thought she saw her sister in the group, but shook that thought away. Luna hated Discord more than anything. If they had gone with her plan, Discord would be dead and buried six feet under. She shivered at that thought. _'As much as I love my sister, she scares me sometimes.' _It was then, that her attention was brought to the large cannon. "Captain Courage."

"Yes, my princess." The captain bowed his head.

"When did we get a cannon?" Celestia asked, rubbing her chin. "I don't recall requesting for one."

"Well, if I remember, you asked for such a weapon." Captain Courage said.

"Did I?" Celestia asked herself. It was just then, that the memory sprung forth.

* * *

><p><strong>(Several weeks ago)<strong>

Celestia sat inside her study, reading over an important transcript. _'Oh, Bright Bolt, you are such a fetching stallion.' _She thought. This was definitely not a transcript for the little foals. She lifted her eyes off the tantalizing piece when she heard someone enter. She smiled as she saw the captain of the guard, Courage. "Ah, you've arrived a little early."

The captain bowed. "Better to arrive early then to appear late." He responded.

"Quite." Celestia rolled her transcript and stored it away. "Now, I've summoned you to perform an important task for me."

"Ask away, my lady."

"I need to construct a weapon." Celestia said, sighing. She hated saying that word.

"A weapon, your majesty?" Captain Courage grew a little restless.

"Yes, a weapon, but make sure it's non-lethal." That was the only way Celestia could talk herself into ordering such a thing. Never in her life had she ordered the death of any pony, and she wasn't going to start now.

"Ah," Captain Courage sighed with relief. "That can be arranged."

* * *

><p><strong>(Present)<strong>

"Ah, yes." Celestia nodded her head. "Then, why did you build a cannon?"

"It's a pie cannon, your majesty." Captain Courage told her.

"A pie cannon?" Celestia raised an eyebrow. "I've never heard of such a thing."

"Well, after careful consideration, pies were chosen as the appropriate ammo." The Captain explained.

"And how did you figure that out?" The regal princess asked.

Captain Courage's eyes darted about. "Well…"

* * *

><p><strong>(Several weeks ago)<strong>

Captain Courage walked away from the princess's room. As he did, he passed trawler being pushed by a petite, Earth pony maid. She was a pretty pink mare, with an orange and white hued mane. On top of the trawler, was a pie. An idea popped into his head.

The captain grabbed the pie and threw it into her face. The mare stopped immediately. "Citizen," Captain Courage said. "How do you feel?"

"Like I got a pie thrown into my face." The mare growled. "How do you think I feel?"

Captain Courage grinned. "So, I take it the test is a success."

"What kind of bloody test involves throwing pies into other pony's faces?" The mare asked, seething with rage.

"There is no time for such questions. I have work to do." The Captain walked on by, passing another guard. "You. Help the help get cleaned up."

The guard saluted. "Yes, sir." He then walked over to her and looked her over.

"Are you going to help me or…" She stopped when he started licking the pie off of her face.

* * *

><p>"I'd rather not go on." Captain Courage said.<p>

"Ahhh," Celestia whined a little. "It was just getting to the good part." The captain blushed, to which Celestia giggled. She loved doing thing like that. _'Discord always called me such a tease…DON"T THINK ABOUT HIM!'_


	5. Part 5: Preperations

Deep within a secret location, Discord and his gang brooded.

"Well that didn't work." Carrot Top grumbled.

"Shut up, Carrot Top." Discord grumbled. "I'm trying to think."

"You…" Luna raised an eyebrow. "Thinking? That would be a first." She chuckled when he sent her a glare.

"Why are we in Twiblight's library anyway?" Trixie said, spitting out the name in pure disgust. "This place is hardly inconspicuous."

"Well, I promised the Dart I'd have his place done over." Discord grumbled, tapping his fingers on his chin. "I'm a spirit of my word."

"But why Twilight's house?" Luna asked. "She is one of the Elements of Harmony, not to mention the leader of said group."

"Yeah, but how is she supposed to stop me, with Pinkie Pie on our side." Discord motioned over to where Pinkie was gulping down a gallon of chocolate milk. Quizzler and Surprise were urging her on. 'Go, Go, Go.' "And to answer your second question, we needed a place no one would ever suspect."

"In the middle of Ponyville?" The Master asked.

"Exactly." Discord said. "We're hiding in plain sight. Everyone will assume we're librarians."

"Oh come now," Trixie said. "We're not that boring."

"By the way Trixie," Discord said, eyeing her. "You're costume needs a little work."

"What?" Trixie's eyes widened a bit.

"I don't like to criticize but it looks like your mother made it for you." Discord said.

"She did." Trixie told him.

"Oh," Discord scratched the back of his head. "Good for you." He turned to the others. "Now, let me call this Council of Doom to order."

"Council of Doom?" The Master scoffed. "I had better names for my secret societies."

"It's a working title." Discord growled.

"Title, smitle." Gilda chimed.

"Bitle, fitle." Pinkie put in, before giggling. "This is fun."

"Look, will you all stop acting like children and help me figure out a new plan." Discord snapped.

"But we're little ponies," Sweetie Bell said. "We can't help it."

"Sweetie Bell," Apple Bloom said. "He wasn't talkin' about us."

"Oh," Sweetie Bell realizing her mistake.

"The first issue we'll address is what happened to our last plan." Discord said. "It was a total and utter sham and that's a word I don't often use." He scratched his chin. "Sham, shammity sham sham."

"Well, I think…" Blueblood started.

"Sham." Discord interrupted him.

"Are you finished?" Quizzler asked.

"Perhaps." Discord responded.

"I think it failed because Celestia has the whole palace booby-trapped." Screwball stated. "And now with her new pie cannon, we can't even get closed to it."

"Did she now?" Discord asked. "Then why didn't you bring this up at the last meeting?"

"Well, you left me alone in the middle of the city to fend for myself." Screwball glared at him.

Discord gulped and nervously looked around. "Oh, right." He said.

"Didn't you know about the booby traps?" Luna asked. "You were all over the palace the first time you got out. Didn't you plan for how to deal with them?"

"Well," Discord scratched the back of his head and laughed nervously. "I didn't think that far ahead."

"No," Trixie complained. "You just thought up to where everyone's in charge and you were king of the whole world."

"Yes." Discord pointed a finger at her.

"Well you can't just do that, Discord." The Master tried to explain. "You have to plan these things out. You have to have a strategy, for Celestia's sake."

"Yeah, but that takes hard work." Discord whined. "Hard work that we do not have."

"I declare this, sucking." Gilda said. Everyone nodded along and started trotting off.

"Wait!" Discord called after them. "Do you dare leave now in your moment of victory?"

Surprise and Pinkie Pie smiled up at him, standing by his side. "We would never leave you, Discord." They said in unison.

Discord looked rather creeped out by them. "I know that." He pushed them away. "We just need a plan."

"Well, I say we go with my plan." The Master said, smiling. "I've been concocting quite the doozy over the years."

"I'm liking it already." Quizzler nodded his head.

"Nah, it seems unnecessary." Discord waved his hand about, as if to dispel the idea.

"Oh, right." The Master retorted. "Let's just diss the Time Lord's plan. It's not like he fought in 'The Great War'." He eyed Discord. "Unlike some people who cowered in their precious castle, while we spilt our blood, only to have him back stab us."

Discord smiled sheepishly. "Well, you know me." He said. "I never had the gall to kill anyone."

"Except Uncle Havoc." Luna growled. Her left eye twitched a bit.

"He deserved it." Discord shot at her.

"I say we cut her off from the fashion world." Photo Finish said.

"Nah," Discord shook his head. "Celestia doesn't wear clothes."

"I say we take Canterlot," Pinkie said, gesturing with her hooves. "And push it somewhere else."

"Nah," Discord said. "They'd see that coming." Pinkie's head sagged in defeat.

"Well, how about a giant legion of spiders?" Dr. Smith suggested.

"I already told you," Discord pinched the bridge of his nose. "No spiders."

Dr. Smith sighed sadly. "Why doesn't anyone like the plan about spiders?"

"Because a giant legion of spiders is stupid." Silver Spoon scoffed. "Only a blank flank would think that up."

Dr. Smith glared at her. "When we finally agree on the giant legion of spiders, you'll be the first to go." Silver Spoon gulped and started to sweat.

"Hey," Surprise spoke up, popping up beside Blueblood. "Why don't we use the prince here as a battering ram."

"Hey!" Blueblood glared at her. She smirked.

"Nah, his head is too soft." Discord shook his head.

"Hey!" The Prince said.

"Hey guys," Carrot Top got up in front of them. "I have an idea. This might seem like a shot in the dark, but what if we just used weapons."

"Nah, nah" Discord waved her off. "It's a terrible idea." Carrot Top groaned in frustration. Suddenly, a light bulb appeared over his head and turned on. "Wait! I have an idea."

"Gee, does it involve using wea…" Carrot Top started.

"It involves using weapons." Discord said, triumphantly.

Just then, Surprise flew over his head and grabbed the bulb. She went over to the ceiling and unscrewed the previous one and put in the new bulb. The room seemed to get brighter.

Meanwhile, Carrot Top rolled her eyes. "Yeah."

Discord rubbed his hands together and chuckled menacingly. "Yes, my plan is going accordingly."

Just then, the door opened up to reveal two young unicorns. "Muffins." Ditzy cried happily, flying right into them.

"Mom." Sparkler and Dinky said laughing as their mother gave them both a fierce hug.

"Oh, mommy missed you both so much." Ditzy said, shedding a couple of tears.

"You were only gone for a few hours." Sparkler said.

"But it felt like an eternity since I saw your cute little cheeks." Ditzy squeezed both of Sparkler's cheeks in her hooves.

"Mom." Sparkler cried out. She blushed slightly. "You're embarrassing me."

Ditzy ignored her and turned her attention to Twilight, who had her hooves full, carrying all the bags she carried. They were quite large and the unicorn obviously couldn't see anything in front of her. "Thank you so much, miss Sparkle. I'm glad you could look after them on such short notice."

"There's no need to thank me." Twilight said. "I would have done it for anypony."

"Anypony?" Discord asked. "Seems rather limited, don't you think?"

"Oh no," Twilight started correcting herself. "I would have been glad to help non-pony citizens…Wait!" She put down the items she was carrying. Her jaw dropped, looking like it was going to fall of its hinges.

"Wow, she's speechless." Discord smirked.

"I prefer her that way." Trixie giggled.

"Discord," Twilight growled, regaining her composure. "How did you escape? Why are you in my library? Why are you all in my library and Pinkie…" She turned to her friend. "Why are you helping him?"

"Well duh," Pinkie answered. "He asked me too."

"But he's the spirit of Chaos." Twilight tried to explain to her friend. "He's evil."

"Why does everyone say that?" Discord pouted.

"Because you are evil." Twilight said, throwing her hooves up in the air in frustration. "You're trying to take over Equestria and force your own chaotic ways on everyone. To top it off, you tried to destroy our friendship."

"He said he was sorry." Pinkie tried to explain.

"Sorry?" Twilight raised an eyebrow. "Sorry doesn't cut it. He's a monster. A giant, destructive, unfeeling monster." She glared at the spirit. "And I'm going to march right over to Canterlot, get the Elements of Harmony and the Princesses, bring them back over here and…"

Discord wasn't paying her the least bit of attention. He just found her rather annoying and dull. So, he snapped his fingers and in an instant, Twilight was wearing a show girl's outfit. The music of 'The Can Can', started playing and Twilight couldn't help but dance to it. Quite of few of the council started laughing at her, while she glared at Discord. She started dancing all the way out the door, before it shut behind her.

Discord tried to hold in his laughter, but when he heard her scream 'DISCORD!' he couldn't'. He fell to the floor, clutching his sides.

"Oh, you must teach me that trick." Trixie said.

"Later," Discord answered, in between laughs.

* * *

><p>Meanwhile, on the other side of town, Applejack, Caramel, and Big Macintosh were busy pulling along a few carts full of apples. "Whoo-whee, we certainly got a big load this time around, aint we Big Macintosh."<p>

"I reckon you're right, little sis." Big Macintosh said. "All the better with those new ponies in town. They sure got an appetite."

Applejack chuckled. "They sure do."

Just then, the trio could hear 'The Can Can' music playing. The farmers then spied Twilight, of all ponies, dancing on by, wearing a show girl's outfit. She had a bored expression on her face. "Don't ask." She said, before dancing off into the distance.

Applejack's mouth was slack-jawed. Big Macintosh just raised an eyebrow, not really surprised by it. He then turned to Caramel, who was blushing heavily. Big Mac waved his hoof in front of his face, but he didn't budge. So, he wacked him upside the head. "Ow," Caramel said, rubbing his head. "What was that for?"

"Ya zoned out after Miss Sparkle danced over here in a fancy dress."

"Oh," Caramel chuckled nervously. "I did, didn't I?"

* * *

><p>All of the participants had gone off to gather weapons and supplies. Quizzler rubbed a cloth along his cane, making sure to clean every single spot of his treasured item. The cane need his time and patience. After he was finished, he looked into the gem on the top. He couldn't help but get lost inside it. Little memories played out on the surface. He stood and watched them, like they were a movie. He smiled as a familiar unicorn came into view.<p>

"Hey, Quizzy." Surprise flew down beside him. "Cleaning that old staff of yours again."

Quizzler sent her a glare. He pulled the cane to his side. "You know as well as anyone that this isn't some old staff." He shot at her.

Surprise looked away, sheepishly. "Sorry," She said. "I didn't mean to upset you."

Quizzler sighed. "And I didn't mean to snap at you. Why did you come anyway?"

Surprise smiled brightly. "I wanted to show you my weapons." She pulled out a pair of colored pipes, seemingly out of thin air. "Confetti shooters."

"Impressive." Quizzler nodded.

"Neato." Pinkie Pie said, jumping out from behind him. Most ponies would have been startled by her sudden appearance, but they were family, so he was used to it. He even pulled stunts like that occasionally.

"What did you get?" Surprise asked.

"Oh, I never I never storm a castle without my," Pinkie pulled to her side a small cannon. "Without my party cannon." She fired, which sent a stream of materials into the distance.

It nearly missed Blueblood, who had to duck to avoid it, and fell on a table that Upper Crust and Jet Set were sitting at. Instead of the usual festive stuff that Pinkie Pie usually carried, it was a lit candle and a nice, romantic set up.

Upper Crust just smiled. "Oh, this reminds me of that time we vacationed in Prance."

"Ah, yes." Jet Set nodded his head. "We had such a nice time there."

"When this is all over," Upper Crust started. "I think I'd enjoy another visit."

"Anything for you, my dear." Jet Set said, before leaning over and kissing his wife.

Surprise and Pinkie Pie covered their eyes and giggled. Quizzler chuckled along. He gently shook his head. "You two are just so immature."

Pinkie Pie took her hooves off from her face. "Immature!" She glared at him. "I'll have you know I took care of two foals all by myself."

"Wow." Quizzler said, with no enthusiasm. "Impressive."

"Well, I'll show you I'm mature." Surprise said, raising her confetti blasters. "I'll take on the whole castle by myself." She then fired off her blasters. What she didn't realize was that one of them was facing towards Blueblood. The confetti hit him full on, throwing him to the ground. "Oops." Surprise giggled.

"You did that on purpose." Blueblood seethed.

"No I didn't." Surprise said. "But it was funny."

"You'll pay for this." The Prince threatened. He got back on his hooves.

"You already made me pay, you brat." Surprise advanced on him, until she was in his face. Her wings flared out in anger, as she tried to stand up big and tall. This fell short as the prince was larger than her.

"I have no idea what you're talking about."

"NO IDEA!" She screamed, hitting him across the snout. "You ruined the gala for me. My first ever gala."

"Oh, right." Blueblood rolled his eyes. "I ruined your gala. If I recall, you were the one who couldn't behave like a civilized pony."

"Neither did you." Tears started forming at the sides of her eyes. She flew off without another word.

Blueblood snorted and walked off. "Mares."

Quizzler, meanwhile, was gripping his cane tightly with this magic. He had a fierce scowl, as he watched the prince upset his cousin. Pinkie Pie simply put a hoof to his shoulder to stop him from jumping Blueblood. He looked to her and she shook her head.

Meanwhile, Screwball was flying through the air, giggling like mad. Discord had finally given her the power of flight again. She loved flying. Her little sis was just staring up at her, in shock and awe. "Hey," Silver Spoon said. "How does she do that?"

"I have no idea." Diamond Tiara said, before a small smiled creeped up on her face. "But I'm glad she's enjoying it." Screwball then flew down and grabbed her. "HEY! Let me go!"

"No." Screwball laughed at her sister's expense. "You're going to enjoy this."

Scootaloo just watched Screwball fly by. She stuck a hoof in the air and shook it at them. "That's not fair."

"Oh, don't worry Scootaloo." Sweetie Bell said. "You'll get the hang of flying someday."

"'Someday' is way too long." Scootaloo crossed her front hooves. "Rainbow Dash can't teach a poor flyer."

The green dragon 'Bob' grumbled. The red dragon 'Traxoric' nodded. "Bob is right." Traxoric said, to which the green dragon growled deeply at the name. "You're just too young for that kind of flying."

"But I want to fly now." Scootaloo said.

"Stop whinin'." Apple Bloom said.

"I'm not whining," Scootaloo said. "I'm complaining. There's a difference."

"No there isn't."

"Yes there is."

"Hey," Traxoric put one of his large hands in between them. "Friends don't fight."

"He has a point, you know." Sweetie Bell said.

Bob grumbled. "Do you think they can handle it?" Traxoric asked his fellow dragon. Bob nodded. "Alright."

"What are you talking about?" Scootaloo asked.

"Well, Bob here has suggested that I teach you a few draconic words of power." Traxoric explained.

"Really?" The three fillies said in unison.

"Yes." Traxoric nodded.

"Then what are they?" Apple Bloom asked.

"Fur ro dah." Traxoric said. "It means 'Force balance push'."

"Oh, please." Luna said, walking up between the two dragons. "You can't honestly teach these foals that shout."

"Can't eye?" Traxoric raised a scaly eyebrow. "Well, let's see about that."

The Cutie Mark Crusaders mumbled over the words under their breath before they turned to the three greater entities. They all took a deep breath. **"FUS RO DAH!" **

The scream pushed both dragons back, toppling over. Princess Luna was caught off guard by the sheer force, but was able to counter it with a few quick flaps of her wings. "Well," the Princess was speechless. "That was certainly…interesting."

"Pfft." Dr. Smith rolled his eyes. "Dragon shouts are no match for a legion of 'Spiders'."

"Really?" Sweetie Bell asked.

"Oh yes." Dr. Smith nodded. "And I can teach you how to control your own legion of 'spiders'."

"That would be awesome." Scootaloo said, pumping a hoof in the air. "We could be…"

"**CUTIE MARK SPIDER LEGIONAIRS! YAY!"**

Off a ways behind them, Trixie held her hooves over her ears. "Will they be quiet? Trixie is trying to concentrate."

"You're speaking in third person again." Carrot Top pointed out.

"Trixie is practicing for her performance during the attack." Trixie stuck her nose up into the air. "Trixie must be ready, or Equestria might not see how great and powerful Trixie is." Carrot Top rolled her eyes.

Just then, Snips and Snail brought over another soda. "Your drink." Snails said.

Trixie levitated it over to her and took a sip. "It's fine," Trixie said. "But Trixie has tasted better. Now, leave Trixie's sight, before Trixie decides to turn you both into newts." The two colts scurried away.

"You know, you're being a little hard on them." Carrot Top said.

"They ruined my image." Trixie said, laying off her third person talk. "How am I supposed to live my life now that they ruined it…Darn it. It takes me forever to get back into that habit." She scolded herself for talking in first person.

* * *

><p>Luna stood in the library, staring off at the stars. She had just gotten back from the main group and was smiling. The others were so fun to hang around with and it sure beat the loneliness that came with her title. This group didn't treat her like a princess. They treated her like another pony. <em>'So did my sister.' <em>A twinge of guilt went through her. She was helping her arch enemy, Discord, defeat her own sister. She hated the thought, but she couldn't live with the alternative. Discord knew too much.

"Star gazing, as usual I see." Said spirit said behind her.

Luna sighed. "What do you want, Discord?"

"Oh, just checking up on my second favorite princess." Discord said. He looked up at the stars and smiled. "You did excellent. Though, I would like to make a few suggestions."

"Not interested." Luna turned away, unwilling to converse with him. "Why did you really come here?"

Discord fiddled with his fingers. "Well, as you know, your sister is probably the most powerful being on the planet…Beside me of course." He added in. "And, I was wondering if you could, you know, summon her."

"Summon her!" Luna immediately turned around, glaring at him. _'Did he just ask me to do that?'_

"It would be just for this one time." Discord said. "After this, you can go back to being normal."

"Normal!" Luna raised her voice. "There is no normal. Not for me. Not for thousands of years. Oh, how I wish it could be so."

"All you need is to let her free," Discord offered. "And then once you have her under control."

"Under control." Luna laughed. "You obviously haven't met Nightmare Moon."

"Oh, come now." Discord said. "She seems like a nice enough pony."

"Oh, if only you knew." Luna said. "You didn't live during those dark days. There was only fire, hatred, and death. Nightmare Moon loved it like that."

"Oh, so she's like Uncle Havoc then." Discord growled.

Luna nodded. "Yes," She lowered her head, before lifting it up and glaring at him. "Don't you ever bring him up again. I loved my Uncle."

Discord rolled his eyes. "Luna, I thought you'd let that go." He said. "It's been so long…"

Just then, Discord was sent hurdling into the wall by a wave of magic. He was held there, as though he was stuck. "Uncle was the only one who understood. The only one who knew what I was going through. And don't you dare try to force me back. I won't be used again."

"I wouldn't dream of it." Discord said, through closed eyes. A small pain coursed through his body.

Luna had cast a spell, a small one, but a painful spell none the less. She let him go. He tumbled to the ground. "I will not give in to the madness. Never again."

The spirit of chaos got up and brushed himself off. "Sometimes, we all have to give in to the madness." He then snapped his fingers and vanished.

Luna stood there, thinking over his words. _'No. I can't let her use me again. I hate her. She ruined me.' _She kept telling herself.


	6. Part 6: The Second Meeting

Celestia stood upon her balcony, looking over the horizon. Her stature was strong and proud, although she felt no such thing. _'Discord. Do you really think this will work? I know you, and your plans never turn out well.' _

Discord chose that moment to pop up beside her. "That's not true. My plans are brilliant and always go swimmingly."

"You've been turned to stone, twice." Celestia pointed out.

Discord looked away, sheepishly. "Oh, yeah."

"And how did you know what I was thinking?"

Discord chuckled. "Oh, sweet, adorable Tia," He said. "We've known each other long enough for me to know that I can read you like an open book." He then pulled out a long rod like device. It was several different colors and seemed to glow in places. "That and I have this baby."

Suddenly, a strange, whirring noise came about. It wasn't long before a red police box appeared behind them, in the center of her room. _'Okay, I really need to lay a spell over my room.' _The Master walked out of it, looking rather peeved. She recognized him, having not seen the Time jumper for some time. _'I think he might have regenerated once or twice…I need to get a new cell to lock him in. A Time Lord proof cell. Luna must still have some around.' _ "You stole that."

"No I didn't." Discord defended himself.

"Yes you did." The Master spat at him. "That's my mind reader."

"Well, you shouldn't have left it lying around."

"Lying around?" The Master asked, raising an eyebrow as he grit his teeth. "It was deep inside my Tardis."

"And who said I actually went into your Tardis?" Discord crossed his arms.

"I did." The Master growled.

"This does look oddly familiar." Celestia said, eyeing it. "Pray tell, did you base it off the Doctor's Tardis?"

The Master became flustered when she mentioned that ponies name. "That Time Lord wouldn't know a good Tardis if it came crashing out of the sky and landed on top of him." He looked back to his own Tardis. "And mine is completely different."

"It's red, his is blue." Discord pointed out. "Other than that, I see nothing different."

The wicked Time Lord threw his hooves up in the air in frustration. "Of course you don't see it." He yelled. "You've never been inside a Tardis. Each one is different on the inside."

Discord rolled his eyes. "Yeah, it's different on the inside." He said, in a mocking tone. "Like I haven't heard that before."

The Master growled. "I'll have you know that this is one of the last Tardises in existence." He smirked. "And might I add that this is the very last of the council's."

"Ah," Discord stroked his beard. "The Time Lord council." He rolled his eyes. "You Time Lords are so dull and boring. Always going on about how the time stream needed protecting. I always wondered why Clockwork ever created your race. He certainly made you all in his spitting image…Except for you of course. You're just about as crazy as me."

The Master grit his teeth in anger, as the Chaos spirit insulted his people. "Thank you…I think."

Discord smiled. "No problem…So, how is the council doing these days?" At the mention of the council, both Celestia and the Master stiffened. The Chaos spirit raised an eyebrow at their reactions.

"Oh, they're doing well," The Master tried smiling, but was failing miserably. "Especially since I'm all that's left of it." He turned his head to Celestia. "I can thank your dear sister for that."

Celestia sent him a glare. "She didn't know what she was doing."

"Oh well then," the Master scoffed. "Should I direct the blame over to you, since you are her older sister?"

"The very idea!"

"But I won't." The Master added in. "That's the past now. They are dead and I'm not. I say I won in that regard." He chuckled sadly. "At least I didn't grow up to be a giant blue bi…" He never finished his sentence, for a short stream of golden magic slammed right into him, knocking him back inside the Tardis. Celestia closed her eyes and focused. The Tardis faded away slowly, before it was gone completely.

Discord smiled brightly, chuckling. "Now that's what I'm talking about." He punched her lightly on the shoulder. "The good old blast the Time Lord back into his Tardis and teleport him away trick. I say, it's been too long since the last time I've seen that."

Celestia turned her head to look at him, her face contorted in anger. "Do you think I enjoyed doing that?"

Discord gritted his teeth. "Well, no…but I certainly did." He laughed.

"The misery of others causes you joy does it?" Celestia scoffed. "And here I thought you'd at least changed slightly. I am sorely disappointed."

"Oh, you're disappointed?" Discord crossed his arms. "If anyone should be disappointed, it's me."

Celestia raised an eyebrow. "Why?"

"You're precious lands of harmony, that's what disappoints me." Discord scoffed. "It's too perfect. Too orderly."

"What's wrong with order?" Celestia asked.

"Oh nothing." Discord spat out. "Order is great. It worked out so well during the age of the Alicorns."

Celestia's wings flared outwards, making her seem larger then she already was. "How dare you taint us by talking about those times?"

"Oh, but those times just illustrate my point, my lovely flower." Discord smirked.

"And what point is that?" Celestia asked, as she fought off a small blush. _'Even now, he resorts to flattery.' _

"That chaos is the answer."

"What?" Celestia's wings went back to her side. The sun goddess tilted her head in confusion.

"That order will always lead to war, devastation, famine…shall I go on?"

Celestia stomped a hoof to the ground. "That is not true. Under my rule, the ponies have had splendor and abounding happiness."

"But how long will that last?" Discord asked. "How long before some of your ponies start getting greedy." Celestia turned her head away from him. "Eh, that probably won't happen. You've desensitized them. Made them oh so peaceful and boring." He gagged. "But what about the griffons, hmmm. You and I know they won't stay still for long. And let's not forget about the other races…if they still live to this day."

"The griffons would never dare enter our lands." Celestia said. "And if they did, only under a flag of peace."

"Your optimism is almost laughable." Discord looked rather glum. "It won't last. They'll invade and tear down your cites, your precious ponies will perish under their iron claws, and you'll sit there on your throne wondering where it all went wrong. All because you kept to your 'stupid faith' in your 'stupid laws'." He made air quotes around the two sets of words.

"Oh and chaos is a wonderful thing?" Celestia rolled her eyes.

"It is." Discord said, with a stern gaze. "And you know why?" He paused, looking her in the eye. "It's wonderful because it's safe."

"Safe?" Celestia said with much scorn. "Ponies suffered through your chaos."

"At least they were safe." Discord said, catching the princess off guard. He started advancing on her, causing her to back away from him. "Safe from the horrors of war. I saved them from watching the rivers run red with blood. To see their loved ones perish in the droves right before their very eyes. Yes, they might not have liked it my chaos, but I had their best intentions at heart."

"You never had the best intentions for anyone." Celestia said, trying to regain some control in the argument. "You only strive to cause pain and misery."

Discord couldn't help but laugh. "Pain and misery? My dear, you sound as if you never knew the real me."

"I knew the real Discord." Celestia's glare intensified, becoming an inferno that could match the sun. "The Discord that was gentle, and kind. The Discord that would go out of his way to make sure everyone enjoyed themselves. Who played with the little colts and fillies."

"I am that Discord."

"No, he died." Tears stung her eyes. "He died that day. The last day of the Great War. It claimed him and all that was left was a monster."

"I AM NO MONSTER!" Discord roared. All of Celestia's confidence left her at that moment. "You have no right to criticize me. If it wasn't for you, I wouldn't have done any of those things."

"I never forced you to do any of those things," Celestia rebuked, "Those were your choices. Besides, you seemed to have enjoyed your era of chaos."

"Oh, I enjoyed it." Discord said, frowning. "I enjoyed causing misery and allowing my soldiers to run rampant among the people. I did." He closed his eyes. "I remember laughing as I came up with new ways to make others feel pain." He shivered in fear before opening them up again. "And I loved every second of it. You know why? Because I had no choice."

"Of course you had a choice." Celestia said. "We all have choices."

"You don't understand." Discord gripped his head. "You never tried to understand. You just stood there and judged me. You found me guilty and dealt me the worst kind of punishment that one could give."

"You left me no other choice."

Discord laughed. "You're being a little hypocritical." Celestia looked away from him. He went up in front of her and used his eagle hand to gently grab her face. He turned it to look straight in her eyes. "Do you know what it's like? To be incased in stone." She didn't respond. "It's torture. You watch as the world passes you by and you're not a part of it. No longer could I feel anything. Not the soft grass that thrived underneath me, nor feel the sun's warmth." He moved his taloned hand over to her cheek. He let it linger there. He smiled. "I even forgot how soft you are."

Celestia tried to hold back tears as she looked at the creature she had deemed a monster. Oh, how wrong she was. She saw the caring look he gave her. The way he touched her cheek. His eyes locking with hers. "Discord, I'm…"

"Most would have gone mad," Discord continued. "Others would have spent their time plotting revenge. I was the latter."

"Discord, please listen to…"

"I wanted to hurt you. To crush your spirit."

"Please, I…"

The spirit trailed his fingers down to her neck. "I could end it all here. One quick slash across your swan like neck. I'd just have to watch you bleed out on the floor."

Panic swept through her. "Please, stop this."

"Maybe that would stop the hurting. My eternal pain." Discord sighed sadly. "But I could never bring myself to do that."

"Discord," Celestia spoke up. "Stop this at once."

"And why should I?" Discord growled. "I'm just taking back what's rightfully mine."

"The throne was never meant for you."

Discord through his hands in the air. "For goodness sake." He then shoved his face right into hers and looked directly into the goddess's eyes. His glare pierced into her. "I never wanted the throne. Being king is too boring."

"Then why do you seek it with such passion?" Celestia said, sending him a glare of her own.

She yipped in pain as he forcefully grabbed her hair. "Listen here, you pretentious sunny princess," He growled. "I've already told you why?"

"There's got to be another reason." Celestia said. "You didn't need the crown to try and help the pony races."

"I don't have another reason."

Celestia laughed. "And I thought you hated liars."

Discord growled deeply, his glare intensifying. "Alright, alright!" He nearly shouted. "You want another reason? Here it is." The spirit pulled back slightly and let go of her hair. What he did surprised her like nothing else. He grabbed the sides of her head and pulled her into a kiss. Her eyes were as wide as dinner plates. She couldn't believe it. He was kissing her and for some reason she didn't want to stop him. _'STOP KISSING HIM! STOP IT RIGHT NOW' _A voice shouted inside her mind, but she ignored it. She felt the passion behind it and loved every second of it. Small tears of joy spilled down her cheeks. After a timeless moment, Discord pulled away. Celestia tried to follow, but Discord put a finger to her lips. "Now, stop bugging me about my reasons."

Celestia stared at him for a moment. "You just…And I…That was…"

"My, my, my," Discord chuckled. "She's speechless. It's good to know I still have that effect on you." He then snapped his fingers and then was gone.

The moment he left, the sun goddess let her tears flow out at full force. _'How could I have done that to him? Left him all alone. I didn't even visit his statue.' _She thought.

Captain Courage then burst through the door. "My lady, my lady." He said. "I heard the sound of a teleportation spell…Why are you crying? Is something wrong?"

"No." Celestia said, letting a genuine smile light her face. "Everything's alright."

The captain of the guard looked around nervously, unsure of what to do about the crying Alicorn in the room. "Umm, I should let you know that we've received a batch of newly converted Chimera ponies. I've heard they are quite the fighters."

The Chimerean incident was still fresh in her mind. _'It seems these past few months have been one of old friends and such. First the return of the Xenosians' _The real name of the Chimera. _'And now Discord. Interesting times I live in.'_ As were all the memories those creatures stirred up. "I wonder. Can they fight subterranean foes?"

"Why do you ask?" Captain Courage inquired. Celestia raised a hoof and pointed to a large, brightly lit sign that said: 'WE"RE DIGGING UNDERNEATH YOU!'. "How could I have missed that?"

"Contact Markandu." Celestia told him. "Tell him to stand ready."

"Yes, your majesty." Courage saluted before taking off.

* * *

><p>Discord appeared next to everybody else, who were standing underneath that shadow of the sign. "Was this really necessary?" Luna asked.<p>

"Of course it is." Discord said, smiling. "It's perfect."

"You're telling Celestia our plans, you git." The Master scowled, rubbing a sore on his shoulder.

"Oh, you're just upset about that little incident earlier." Discord said, to which the Time Lord scowled.

"I say it is magnificent." Photo Finish said. "I must say, the lighting surrounding the words is superb. You must help out with my next photo shoot."

"Well that sounds positively…boring." Discord rolled his eyes.

"Fashion is not boring." Photo Finish scowled. "It is art."

"Art smart." Discord waved hand in the air.

"Cart, bart." Pinkie giggled, jumping up and down in the air. "I can't believe we're going to go underneath Canterlot. I mean, I always love being underground, like that time with those Diamond Dogs down there. Back then I thought them just big meanies, but they seem nice. You what is else is nice; Cherrychangas. I made them up you know."

"My word," Jet Set said, his ears twitching in annoyance. "Is that mare always like that."

Surprise nodded, flying upside down above him. "Of course she is." She said. "It runs in the family."

"Well, could you tell her to be quiet for a moment?" Jet Set asked.

"That's impossible." Quizzler put in. "She just can't do that. It's not in her nature."

"Well, can't somepony do something about her then?" Upper Crust said. "I haven't been able to get any beauty sleep in the past few days."

Gilda snickered. "As if sleep is going to help you with that ugly mug of yours."

Upper Crust gasped. Jet Set glared at the griffon. "How dare you insult my wife, you uncivilized brute."

"Well, what are you going to do about it, pretty boy?" Gilda smirked, looking down at him.

Jet Set gulped, shaking a little in fear. "Nothing."

"Yeah, that's what I thought." Gilda said.

"You know, I've been thinking." Carrot Top said to the spirit.

"Thinking?" Discord said. "That's a dangerous habit."

"Only for morons." Carrot Top spat at him. He ignored it. "You said that we were going to charge straight at the castle."

"I changed my mind." Discord said. "This is far more clever."

"You put up a sign that says 'we're digging underneath you'." Carrot Top pointed out.

"Exactly." Discord laughed. "Celestia won't take it seriously."

Carrot Top facehooved. "I give up."

* * *

><p>Down underneath Canterlot, the Diamond Dogs were busy at work constructing a long tunnel. They had brought with them dozens of their soldier class workers to help with the dig. But even then, it would have taken several days of hard labor to accomplish it. If only they had some dragons to help them…<p>

"But don't we have a couple of dragons helping us?" Pinkie Pie asked.

I was just trying…OH FORGET IT!

"I'm sorry," Pinkie Pie sniffled. "I didn't mean to get you upset.

Don't cry Pinkie Pie…How about this. You'll get your own story.

Pinkie Pie brightened up. "I will."

Yeah. It will be one big happy story, with a giant party thrown in.

"Hooray!" Pinkie Pie cheered. "You're the bestest author friend a pony could ask for."

*sniff* Thank you. *sniff* That means a lot.

Now, on to the real party. "Alright," Rover said to the other dogs. "Continue digging. We're almost there."

The dogs barked in unison as they picked up the pace. The two large dragons behind them helped with their endeavor. "I can't wait to get into those Canterlot vaults." Traxoric said.

"What vaults?" Rover asked.

"Oh, you haven't heard?" Traxoric said, shoveling another hand of dirt out of the way. "Canterlot is just busting out the seems with shiny metals."

"And gems?" Traxoric nodded. "Yes." Rover ran over to his compatriots. "Dig faster. The gems won't wait for slow pokes." The dogs immediately started digging like their very lives depended on it. It didn't take long before they finally broke through to the surface. Rover laughed. He looked around the room. It was filled to the brim with gold, jewels, and gems of every size and color. His mouth started to water. "The gems are ours."

A large, yellow dragon stooped down to look him straight in the eye. "The gems are who's now?"

Rover gulped and looked around nervously. Just then, the tunnel started to shake. Bob, the green dragon, grumbled. "I am not fat." Traxoric growled. "It's not true. IT's horseapples. I am not fat. I am not." He stuck his head out of the hole and looked at the yellow dragon. "Oh, hi Mark."

"Traxoric!" Markandu growled deeply. "What are you doing here?"

"Oh, just digging." Traxoric looked away, sheepishly. Even though he was a full grown dragon himself, Markandu was older and stronger than him or Bob.

"Digging underneath Canterlot, eh?" Markunda scratched his lower jaw. "This wouldn't have anything to do with a certain spirit of chaos, would it?"

Bob grumbled. "Yes." Traxoric said. Bob grumbled angrily. "I'm sorry. I can't lie when I'm under pressure." Markandu opened his mouth as wide as he could. "RETREAT!" The red dragon shrieked, before heading back into the tunnel.

Markandu chuckled. "Ah, Celestia should invite me over more often."

* * *

><p>Discord lounged on top of a low cloud, only slightly above his half of the army of chaos. "I'm bored." Surprise said.<p>

"Tell me about it." Pinkie Pie grumbled. "There are so many parties I could be throwing right now."

"Oh, stop talking about parties." Prince Blueblood whined. "That's all you two ever do. Can't you think of anything else to talk about?"

"Yeah," Surprise said. "Like your thick skull."

"Hey." Blueblood glared at her.

"I thought we agreed that his skull is too soft." Discord said.

"Hey." Blueblood stomped a hoof to the ground. Surprise giggled.

Just then, they heard a weird, mechanical noise coming their way. Everyone looked over to see a large, red machine rumble on over to them. "What in Equestria is that?" Upper Crust said.

"I do not know," Photo Finish said. "But I must say, it would be an interesting addition to my next photo shoot."

The machine finally stopped in front of the group. Two red haired stallions jumped off from atop it. "Well hello ponies and non-ponies friends," Flim said, flashing his trade mark smiled. "Me and my brother heard you were in a bit of a jam."

"We thought we could help you out in this little cue of yours." Flam said.

"Hey," Pinkie Pie jumped out in front of them. "You two tried to take Sweet Apple Acres from Applejack."

"Ah, yes." Flim said. "The Apples."

Flam bowed his head, taking off is hat. "I assure you, it was strictly business."

"With a side helping of pleasure, aint that right brother?" Flim smiled.

"That's right, dear brother of mine." Flam said.

"I like these ponies already." The Master said.

"Eh, I have to disagree." Quizzler said. "I can't stand salesponies."

"Yes, showponies are far grander than those sort." Trixie said.

Quizzler groaned. "You do know that they both act exactly alike, don't you?"

Trixie harrumphed. "I am nothing like them."

Quizzler rolled his eyes. "Right."

"And what makes you think we'll let you in our army?" Pinkie Pie asked, eyeing them.

"Well, we're master engineers." Flim said.

"We can make any machine you can think of." Flam said, patting the Super Speedy Cider Squeezy 6000. "Like this beauty here. It can make the finest apple cider in all of Equestria."

Pinkie rolled her eyes. "Yeah, like we'll need any of your cider."

Just then, the diamond dogs, with two dragons trailing behind them, ran out of the hole. Their yips and screams of fear told the others of their failure. Discord rubbed his forehead. "We're going to need a whole lot of cider before this is done with."

* * *

><p><strong>Sorry everybrony, I'll try and update more often.<strong>

**Oh, and on a side note: Flim and Flam are my all time favorite antagonist of My Little Pony: Friendship is Magic. We've got to have more of these guys. **

**Also, I should mention that this is kind of a spin-off of Resistance: Equestria. Make sure to read that one as well.**


	7. Part 7: The Donut Shop

In another part of Canterlot, in a familiar donut shop, the chaos army lingered. Flim and Flam were talking to Pony Joe behind the counter. "Thanks for letting us sell our cider." Flim said.

"It's a shame we couldn't have come to an agreement." Flam said. "You know, and share the profits."

"I'm sorry," Pony Joe started. "But to be honest, I wouldn't trust you ponies as far as I could throw you."

The brothers smiled. "Too true." Flim said.

"It's nice to meet a pony with some brains, isn't it brother." Flam said.

"Yes it is, brother." Flim nodded his head. Pony Joe just rolled his eyes.

A little ways off, Photo Finish started taking pictures of Dr. Smith. "Must you insist on taking so many photos."

"Of course." Photo Finish said. "I must capture…ZE MAGICS!"

Dr. Smith stared at her for a moment. "Good luck with that." He started walking away.

"No," Photo Finish ran in front of him. "You are going to be my next star."

"Look, I'm not a fashion model." Dr. Smith said. "I'm an evil, deranged, spider man. Those are two completely different lifestyles."

"I didn't hear a no." Photo Finish smiled.

Dr. Smith sighed, before perking up. "Wait! If I give you an idea for your next show, will you let me go?"

"Does it involve spiders?" Photo Finish asked. "Because I will not have spiders at my shows."

Dr. Smith sighed. "Again, why do people hate spiders so much?" He then continued on, not wanting an answer. He dug into his pocket and pulled out a picture. He gave it to her. "Here, will this make you happy?"

Photo Finish gazed upon this and then smiled brightly. "Oh-ho, I have found the perfect outfit for the spirit of chaos."

Meanwhile, on the counter, Discord was guzzling down another jug of cider. He slammed the jug down onto the counter. "Refill."

"Don't you think you've had enough?" Pony Joe said, looking concerned.

Discord pointed a finger at him. "I'm Discord, the spirit of chaos, I'll never have enough."

"Looks like somebody has issues." Trixie pointed out.

"Look here, showpony." Discord threw his hands up into the air. "I have enough issues to drown the city if I decided to write them all down. Which would be rather boring since I would have to sit around for several weeks." Pony Joe came back with another glass. "And give me a donut, extra frosting." He gulped down the cider. He turned his attention back to Trixie. "And the sad part is, I can't get drunk."

"Wow," Trixie nodded. "That is sad. Though, I wouldn't recommend it. I should know."

"So, the great and powerful Trixie had a drinking problem, I see." Discord raised an eyebrow.

Trixie lowered her head. "I'm not proud of it." She said. "But I've gotten better. My future is ripe for the taking."

Discord was silent. "That makes one of us."

Gilda was just sneering at the drink. "Ugh, why would anyone drink apples?" She gagged. "That's disgusting."

"That's just like a griffon." Jet Set said, taking a small sip of milk from his glass. "They don't know how to appreciate the little things in life." Upper Crust nodded.

"Oh, like how it feels to gut a fish?" Gilda glared at them. "Or catch your first Chinchilla." Her mouth started to water. "I can just remember it. The little critter struggling in my grasp before I bit down into it. Oh, it tasted so good. Yes, I got some blood and bits of guts on my feathers, but it was worth it." Upper Crust looked like she was about to faint. Jet Set reached out and held her, before she did so.

"Ah, come on Gilda." Pinkie Pie popped up beside her. "It's so delicious and you know what they say."

Everyone chipped in, even Prince Blueblood. "The only person who doesn't like apple cider, has never tasted it."

"That's me, never have, never will." Gilda said, crossing her arms.

Pinkie gasped. "Then, we have to change that." She shoved a glass into her face. "Drink."

"I'm not drinking that juice." Gilda pushed it away.

"If you don't drink, then I'll keep talking." Pinkie said, glaring at her. "And trust me, I have a lot on my chest."

Gilda gulped. "Fine." She took the jug. "Just keep quiet." She gulped it down and her eyes went wide. She pulled the glass away. "I must have more."

Pinkie giggled. "I remember Dashies first cider."

* * *

><p>Pinkie Pie was pounding on a metal door in the Sugar Cube Corner. "Dashie, you got to stop drinking."<p>

"Oh, what." Rainbow Dash called out to her from inside. "I'm going to blow up."

"No, it will go straight to your thighs." Pinkie said.

An almost inaudible. "My thighs." Could be heard.

"And then you'll blow up." Pinkie said, before she heard a loud explosion.

* * *

><p>"Did that actually happen?" Prince Blueblood asked.<p>

"Eyup." Pinkie nodded, before pointing to her head. "In my head."

"In my head," Discord started singing. "I can see her all over me. In my head, she fulfills my fantasies…"

Quizzler hit him over the head with his cane. "No, we're not doing that song."

"Ahhh," Discord whined. "I kind of liked that one."

"What was that song about, cus?" Pinkie Pie stared at Quizzler with an innocent expression.

"Uh," Quizzler started to sweat. "About naughty parties."

"How can a party be naughty?" Pinkie asked.

"Trust me on this," Quizzler said. "They can."

"Who does she think she is?" Discord started ranting to himself. "That girl has tangled with the wrong spirit of chaos!"

"Heh heh. That's right." Scootaloo said.

"Who's tangled with who?" Sweetie Bell asked.

"Celestia," Discord growled. "How could she have done this? To me?"

"You're trying to take over her kingdom." Carrot Top tried to explain.

"But I thought she'd be taken by surprise by my attack." The spirit said.

"You put up a giant sign telling her our plans." Carrot Top said, trying to put sense into his nonsensical head.

"But she never took me seriously before." Discord said.

* * *

><p>"Discord, I can't take you seriously." Celestia, now a young teen, looked up to the ceiling.<p>

Discord was bouncing on it with a pogo stick, wearing a blue helmet with a large red feather sticking out. "That's the point, Tia." He said, in a sing song voice.

Celestia sighed. Sometimes, dealing with him was impossible. "Really, you should put such childish acts behind you."

Discord gasped dramatically and snapped his fingers. He appeared before here, without either his helmet or pogo stick. "Never." He glared at her. "Now if you will excuse me," He snapped his fingers and was then ten dressed in a tuxedo, top hat and a cane. "I have to go teach a flock of penguins some new dance steps. See you later." He then started to dance out of the room. Celestia couldn't help but chuckle at his antics.

* * *

><p>"More cider?" Joe asked.<p>

Discord nodded, looking rather glum. "She used to like my chaos." He sniffled, his head on the counter.

Pinkie Pie frowned. "Gosh it disturbs me to see you, Discord

Looking like you're at a dump." Discord turned away from her.  
>"Everybody here'd love to be you, Discord." The others let out a cheer for him.<br>"Even though you're such a grump." Discord snorted.  
>"There's no spirit in town as admired as you<br>You're everyone's favorite guy  
>Everyone's awed and inspired by you<br>And it's not very hard to see why."

Pinkie Pie jumped on top of the counter. "No one's slick as Discord  
>No one's quick as Discord<br>No one's neck's as incredibly thick as Discord." She said, bouncing around him.  
>"For there's no chaotic being half as chaotic<br>Or that can pull of a great con."  
>She leaped off the counter and jumped on a few of the other member's heads. "You can ask any Flim, Flam or Traxoric<br>And they'll tell you which team they prefer to be on."

Everyone pitched in on the song. "No one's spins like Discord  
>No one wins like Discord<br>No one's got a swell beard on their chin like Discord."

Discord smiled, stroking his beard. "As a specimen, yes, I'm intimidating."

"My- what a guy, that Discord.  
>Give five "hurrahs!"<br>Give twelve "hip-hips!"  
>Pinkie Pie soloed. "Discord is the best<br>And the rest is all drips." She jumped onto the edge of a table, knocking a jug of cider into Blueblood's face.

The Prince sighed. "I should have seen that one coming."

"No one beats like Discord  
>No one cheats like Discord!"<br>Pinkie Pie sang out loud again. "No one performs incredible feats like Discord."  
>The girls all sang out. "For there's no one as strange and brainy."<br>They were then hit by a spell which dressed them up in rather erotic outfits. "As you see I've got magic to spare." He smirked, before undoing it.  
>"Not a bit of him's scraggly or scrawny." Pinkie Pie said, smiling. Ignoring the whole little incident.<br>"That's right!" Discord smiled, waggling a finger at her in agreement. "And you can just ask Harry the Bear."

He pointed to a bear in a tacky Hawaiian shirt. "Hi." He waved at them.

The crowd started up again. "No one hits like Discord  
>Matches wits like Discord<br>In a spitting match nobody spits like Discord  
>"I'm especially good at expectorating." Discord said, before spitting into an empty jar, which then melted into a puddle of chocolate.<p>

"Ten points for Discord!" The crowd cheered and both Surprise and Pinkie were both licking up the chocolate.

"When I was a lad I performed four dozen spells  
>Every morning to help me keep my wit." Discord said, as a few sparks flew out of his fingers.<br>And now that I'm grown I perform five hundred spells  
>So my enemies all get thrown in a pit." He threw his hands into the air, as rockets of pure magic shot up. The others had to dodge as they criss-crossed all over the place.<p>

"No one shoots like Discord." He fired a bolt of magic out of his finger, knocking Pony Joe's hat off.  
>"Makes those beauts like Discord." Discord then raised an eyebrow and looked at the crowd. He shrugged.<br>Discord snapped his fingers, which then produced a pair of thick boots on his feet. "Then goes tromping around wearing boots like Discord." They sang as he stomped along.  
>Discord leaned back against the wall. "I use lemons in all of my decorating." The wall was then revealed to have dozens of lemons and pictures of lemons, which proceeded to explode.<br>"Say it again  
>Who's a god among gods?<br>And then say it once more  
>Who's the hero next door?<br>Who's a super success?  
>Don't you know? Can't you guess?<br>Ask his fans and his five hangers-on  
>There's just one guy in town who's got all of it down<br>And his name's DISCORD!"

Everyone started laughing. Most of them hadn't felt this happy in a long time. Discord looked around. He enjoyed the sight of ponies laughing. It always made him feel good about himself. But something bothered him. Something was missing from the scene. "Where's Luna?"

* * *

><p>Allura yawned as she made her way over to her bed. She had a hectic day, helping out around the castle. Everypony was a nervous wreck, worrying, fretting over Discord's arrival. She didn't care though. The spirit wouldn't dare mess with her. <em>'He may be a spirit of chaos, but he is still a male. I know how to deal with them.' <em>She flicked her tail, smiling. The only thing that bugged her was the fact that the Princess of the night wasn't there. _'Probably doing some errands.' _ She daintily jumped onto the bed. "Now, for some well deserved rest." But that rest would have to wait, for the next second, Princess Luna teleported into her room. "Princess," She jumped out of bed and stood at attention. "What are you doing here?" She then noticed tears in Luna's eyes. "Are you alright, Princess?"

Luna wiped them away with her hoof. "Yes, I'm fine." She answered, in a soft whimper. "Just a little stressed, is all."

Allura could tell you that it was far more than just a little stress. _'But I am just a servant. It's not my place to point that out.' _"If you say so, my lady." She bowed before her.

"I need you to inform my guard." Luna said. "That they are to help me in tomorrow's attack."

Allura's eyes widened. She had heard rumors that Luna had joined Discord, but didn't believe them. "But your highness, you can't be serious." Her voice dripped with concern and fear.

"I am, however much it pains me, I am." Luna said, turning her head away from her.

"But your majesty," Allura tried to persuade her. Even though they hadn't known each other long, Luna usually listened to her. _'Well, most of the time, if I ever spoke up against her…which never happens.' _"This is madness."

Luna chuckled. "Oh, you have no idea." She said, frowning. "And inform the Lunanites as well."

Allura cringed. The Lunanites were a group of unicorns with a loyal to Luna to no end. They were obsessed with her and always looked for new ways to please their goddess of the night. "Are you about them? They aren't the most level headed sort of ponies."

"No, their insane." Luna responded. "Which is the exact quality I'm looking for. Besides, they can't say no to me."

Allura bowed. "As you wish, your majesty." She said. "But I must say, it's a shock to see you working for Discord."

Luna looked like she was about to burst into tears. "Yes, it's a shock to me as well."

"Why are you doing it, my lady?"

"It's complicated."

"But why?"

Luna stomped a hoof to the ground, eliciting a sound similar to thunder. "WE NEED NOT ANSWER THY QUESTIONS, MEER MORTAL!" She bellowed in the Traditional Canterlot Voice.

Allura gulped and simply nodded. "As you wish." She scurried out of the room as fast as she could, but not before she heard the sound of Luna crying.


	8. Part 8: Some Preperations

The castle halls were silent, as Captain Courage walked along the corridors. He took his time as he made his way to the new cadets in his charge. He had heard of these so called Chimera, or Xenosians as Celestia called them. When the princess ordered him to work together with these ponies, he had scoffed at the very idea. They were barbaric, to say the least. The tales that had been spread about them varied. Some said they were horrifying, blood thirst monsters that loved killing. Others said they were psychic and could read minds. He shook his head. _'Recruits these days will believe anything.' _Still, if any of those stories were true, he'd have his work cut out for him.

As he turned the corner, a young unicorn carrying a couple saddle bags full of scrolls bumped into him. The younger pony gave a small cry of surprise and jumped backwards, falling on his rump. A few scrolls flew out of the bags. "Sorry about that." He smiled sheepishly.

The captain of the guard eyed the newcomer. He was blue, with a red mane. His cutie mark on his side was a black pen running across a parchment. "It is I who should be sorry." Captain Courage said. "My mind was elsewhere."

"Yes, that happens to the best of us." The unicorn started levitating the scrolls back into his bags.

"Do you need my assistance?"

The unicorn shook his head. "No, no." He gathered the last one and put it away. "There." He turned to him. "Oh, by the way, have you seen Captain Courage?"

"Yes."

The unicorn smiled. "Great. Where is he?"

"He's standing in front of you."

The unicorn went silent, his bottom jaw fell. It took him a moment to process this. "I'm so, so sorry, captain." He said, with a jittering tone. "If I had known…"

The captain raised a hoof to silence him. "No need to apologize." He told him. "Now, what is it that you needed to tell me?"

"Ah, yes." The unicorn said. "I was ordered by the Princess to take you to the new recruits."

"I was already on my way over to meet them."

The unicorn chuckled nervously. "Yeah, but not just you." The captain raised an eyebrow.

Just then, a well dressed, short graying brown haired, human came walking around the corner. "Oh, there you are, Jotted Down. I was wondering where you ran off to."Though the captain had heard of these humans as well, he couldn't help but gawk at 's brown eyes held much wisdom but humility as well. The human, male he presumed from the voice and facial structure, was quite tall. Maybe, a head taller than him. This, of course, didn't intimidate him the slightest. He'd dealt with larger creatures before. Still, he was astounded that the tales were true. "Is something wrong?" The human asked.

"No." The captain of the guard answered. "I just thought you humans were just some tall tale."

The human chuckled. "I say, that would be something." He said. "I'd have thought the same thing, if I was told of talking, multi-colored ponies."

"Touché." Captain Courage said, eyeing him.

"Yes, now if you will excuse me, Jotted Down was escorting to see this Captain Courage, I believe was." The human stroked his chin, looking to the unicorn to answer.

Jotted Down nodded. "Yes, and I'd be happy to introduce you two." He then pointed to captain. "Captain Courage, meet Nicholas Mycroft, the British ambassador to Equestria." Captain Courage inclined his head. "And Ambassador Mycroft, meet Courage, Captain of the Royal Guard." Jotted Down declared.

"Pleased to meet you." Nicholas nodded his head Courage's way.

"Likewise."

"Well, it's good to see you two are getting along." Jotted Down smiled. "Now, if you two will kindly follow me, I'll show you to the training grounds." He started trotting off.

The other two followed close behind. The captain kept his gaze forward, fighting the urge to look at the strange creature beside him. "So captain," The Ambassador started. "Do you have much field experience?"

"Of course," Captain Courage said, with much pride. "I personally led a division against an enraged black dragon."

"Dragon eh." Nicholas rubbed his chin. "That does sound impressive, but I wonder how you'll fare against this Discord fella I've been hearing about. They say he's a god."

The captain scoffed. "Don't take everything you hear to heart." He told him. "He's nothing but ill tempered beast. I would be glad to end his pathetic existence, but the fair princess has forbidden such acts."

"Honestly, I don't see why you just kept him around." Nicholas stated. "If he found himself in my country, we would have had him shot."

Courage sighed. "Sometimes, I envy you humans. That would be easier, but I must do as the Princess commands." The ambassador nodded.

It didn't take them long to reach the grounds. They looked down from the balcony and saw the newly turned Chimera, about a couple dozen of them. After the first contact with the new world, Celestia had issued an order to 'save' as many of the Chimera as they could. From what he had heard from field officers, they had taken many losses in order to fulfill the Princess's wish. _'Damned nuisance these Chimera are. What does the Princess see in them anyways to make them more important than my fellow guards?' _

The Chimera ponies were fighting and squabbling amongst themselves. Biting, shoving, and all that sort. He'd never seen any pony act so…animalistic in all his days. It irked him, to say the least. His whole life was built around order and stability, the exact opposite of these creatures. _'Why are they on our side again?' _He thought, mentally commenting to himself that they would be ideal soldiers for Discord's army, instead of his own. But alas, the Princess had ordered him to train these new recruits and he would never disobey an order, especially from her. There were even a few human soldiers, holding their personal hand cannons that he had heard about. They all had a brown colored uniform of sorts. He thought it odd that they didn't wear any armor, but he wasn't going to go question the humans about that kind of stuff.

Nicholas scoffed at the sight. "Barbarians." He commented. "These creatures don't deserve a second chance such as this." The captain was taken aback that the human was thinking the exact same thing, but didn't show it.

"Well, it was the Princess's direct order to do so." Jotted Down said.

Nicholas waved a hand in the air to dismiss him. "If she knew what those things did back in my world, she wouldn't be so keen on helping them."Jotted Down went silent. The captain guessed it was out of fear, since he could lose his job or worse if he upset the human ambassador. The three of them walked down the stairs on the side of the balcony and then went on into the court yard itself.

A couple of the human soldiers were shouting orders and trying to keep the peace, but the Chimera ponies weren't listening. They were too busy fighting amongst themselves. One of the human's walked up to them and saluted him. _'Well, at least the humans know how to do it properly.' _"The recruitsare here and accounted for, sir."

Captain Courage raised an eyebrow. _'Hardly.'_"Then, tell them to fall in."

The human nodded and then turned to Chimera. "You heard the captain, fall in." The Chimera ponies ignored them and continued bickering. Then, a couple of the humans fired a couple bullets into the air. The ponies became silent, the sound causing angst and awe. The captain had witnessed cannons being fired before, but those were just large, cumbersome metal tubes. They hardly had any accuracy. He half expected the bullets to come falling down on top of some unfortunate pony. _'I'll just have to talk with those humans later.' _"He said, fall in."

The Chimera ponies stood at attention and formed perfect lines. A couple of them were growling or swearing under their breath, but he ignored them. He'd dealt with many recruits like this before. _'Well, those troops weren't monsters put into pony bodies.' _"My name is Courage. I will be your commanding officer. Anything I say will be heeded and obeyed. Is that understood?" The recruits nodded in unison. "I see you all have made yourselves welcome." The Chimera ponies sneered at him. "I know you are just getting used to your new bodies, but bear with me. We have much to go over and little time to do so." He started strolling in front of the recruits. "You have been selected to ward off an attack by the scum of chaos himself. It is your duty to fight off his attempts of taking Canterlot. This fight is to be swift and decisive. You are not to harm or kill anyone." The Chimera ponies started yelling protests and curses. "Princess Celestia commands you to uphold her words."

At the mention of Celestia, the Chimera went silent. With the other tales, he had heard about their sheer devotion to the Princess. If the tales were to be believed, they thought her as their creator and fair ruler. They would do anything for her. One of them raised their right hoof. "Hail Celestia."

The other chimera ponies followed suite. "Hail Celestia!" They cried.

The captain found their salute odd, but paid it no heed. He had his say and now the next part could start. "Roman salutes, how peculiar." Nicholas commented.

"Roman?" Jotted Down asked.

"They were a mighty empire that ruled hundreds of years ago." The ambassador explained. He turned to the captain. "Were they taught to salute like that?"

The captain shook his head. "No. They seemed to have picked it up on their own."

"Hmmm," Nicholas seemed to be deep in thought. "And your Princess ordered them not to kill?"

Captain Courage nodded. "Yes," He said. "This engagement is to be non-lethal."

"Yet, you are fighting the supposed spirit of chaos." Nicholas questioned. "Wouldn't it be more logical to use lethal force against such a foe?"

"It would, but that stands against the Princess's code." Captain Courage said.

The ambassador inclined his head. "Well, I can't argue with the princess, now can I?"

"No, you can't." The captain said, casting a small glare his way. He already detested the human. No one questioned the princesses. Especially, not some foreign creature, ambassador or not. Still, he remained silent, focusing on his own training sessions in the guard. _'Never question a superior officer or dignitary.' _That didn't mean he had to like him, though.

* * *

><p>Twilight was picking up bits of food from her carpet. A small duster and broom were floating in the air, with a purple aura around them. She scowled as she thought of those unruly ruffians, and Pinkie Pie, inside her library. <em>'Especially Discord.' <em>She thought, bitterly remembering the spirit. She hated him more than anything. _'If I ever get my hooves on him, he'll live to regret hurting my friends…or making me dance the Can-Can.'_

"Twilight." She heard Rarity's voice. "Are you home?"

"Yes," Twilight responded, while still cleaning up. Spike was asleep, so she had taken it upon herself to clean up everything by herself. _'Those jerks wouldn't even let him get any sleep.' _Finally, she cleaned up the last spot of crumped up papers. "You can come in now."

Rarity walked in and smiled at her. "Oh, it's so good to see you, darling." She said, her face showed concern. "I mean, after your ordeal with that horrid creature and his ruffians, you deserve some support."

"That's very thoughtful, but I think I got everything straightened out." Twilight said, putting up her cleaning equipment.

Rarity got right up in her face. "But Twilight, Discord came into you house and he has Pinkie Pie. Do you know what he could be doing to her?"

"I think Pinkie went with him willingly." Twilight said.

"What?" Rarity pulled back. "But, he's evil."

"Not evil." They could hear Discord's voice.

Twilight sighed. She didn't know how to tell her friends about Pinkie's betrayal. _'Why would she do that? She just let him enchant me, without a word in my defense.' _"I'll send a note to Celestia once Spike wakes up. Hopefully, she knows what's going on." Rarity nodded.

Just then, Rainbow Dash flew in threw the door. "Where is he?" She landed beside Twilight. "I have a mind to break his nose."

"Now, hold your horse." Applejack trotted inside. Fluttershy walked in behind her. "We don't even know where he is."

"Well, we'll just have to go looking for him." Rainbow Dash started hovering off the ground. "I have a few new moves I'd love to test out."

"Girls." Twilight said. "Let's not be too hasty."

At that moment, Ditzy Doo came flying in the doorway. She nearly crashed into Rarity, but stopped right short of her. Rarity let out a relieved breath. "Derpy," Rainbow Dash said, calling her by her nickname. "What are you doing here?"

Ditzy smiled and pulled out an envelope from her knapsack. "I brought you a letter."

Twilight took it, using her magic. "Why thank you Ditzy." She stopped for a moment. "Hey, aren't you on Discord's side?"

Ditzy started to sweat. "I have to go feed my muffins. See you later." She flew out of the building, at top notch speed.

"Wait," Rainbow Dash said. "Derpy's working for Discord?" She started to laugh. "Oh, he'll lose for sure."

Rarity harrumphed. "Why must you be so rude to her?"

Dash shrugged. "It's nothing personal."

Twilight ignored her friends little spat. She opened it up and read it out loud.

/Dear Twilight Sparkle,

I regret to inform you that Discord has broken free of his imprisonment. He seems to have learned from his previous endeavor and enlisted other trouble makers to his cause, including your friend and fellow Element of Harmony, Pinkie Pie. I need you to come to Canterlot immediately. Don't worry about the traveling arrangements; I've already taken care of them. You're escorts will be there shortly.

Sincerely,

Celestia

P.S. The Celestial Inquisition. /

Twilight raised an eyebrow. "Why would she send them?" She asked herself out loud. "They are a bunch of goofballs."

"Let me see that." Rainbow Dash said, taking the letter away from her. "Say, I didn't expect The Celestia Inquisition to show up here."

Just then, a bright light flashed, and dramatic music, and there stood, in the middle of the library, three stallions. All of them were wearing gold robes and had pendants of Celestia's cutie mark. They were all tan colored and had brown manes. The three stallions were one of each different pony race. "Nobody expects the Celestial Inquisition." The unicorn one with the large hat said. He had a mustache, which didn't help at all make him threatening. "Our chief weapons are…"

"Fear, surprise, ruthless efficiency, and an almost fanatical devotion to Celestia." Twilight read them off. She had heard them so many times.

The unicorn eyed her. "How come you knew about that?" He looked at her more intensely. "Twilight Sparkle. Is that you?" She nodded. He smiled brightly and hugged her. "Oh, it's been years."

"I'm glad to see you too, Fervent." Twilight smiled and hugged back.

He pulled back. "My, you've grown into a beautiful mare." Fervent commented. "I bet the stallions line up just to see you."

Twilight blushed. "Stop it."

"Uh Twi," Applejack started, rather confused by the newcomers and the little scene unfolding. "Who're these ponies?"

"Oh, this is Fervent, the head of the Celestial Inquisition." Twilight said, getting beside him. "He helped me around Canterlot."

Fervent shook his head. "I never saw a more studious filly in my whole life." He said. "She wouldn't come out of that library. I had to drag her away every single time she had to practice her magic."

"So, you knew Twilight back then?" Rarity asked.

"Sure did." Fervent said. "She was my favorite pupil. It's a shame you didn't consider the Inquisition for your career. You would have made a fine addition to our ranks."

"Pupil?" Fluttershy asked, but shrank back when he looked at her.

"Eyup," Fervent puffed his chest out. "The Princess couldn't be with little Twilight here all the time, so I took it upon myself to help her out. I taught her a thing or two. Though, she couldn't perform teleportion spells."

"Actually, I managed to pull it off." Twilight said. "It wasn't as hard as I thought it would be."

Fervent ruffled her hair with his hoof. "That's my girl." He then turned to the other two. "Boys, this here is Twilight."

The two inquisitors bowed. "It is an honor to meet you, carrier of the Element of Magic." They said.

Twilight blushed and looked away. "You don't really have to kneel."

"Oh, that's just formalities." Fervent explained. "But enough of this, tell me about you. I've heard such thrilling tales about your adventures. Defeating Nightmare Moon, Discord, and all sorts of creatures." He sniffed and wiped a tear from his eye. "I can't begin to describe how proud I am."

Twilight touched his shoulder. "Now, now." She soothed him. "Let's not start that up again."

Fervent shook his head. "You're right. There is much work to be done." He looked over to his cohorts and then to her friends. "Now, gather your friends around and stay close. Teleportion spells are very tricky to pull off." He looked to Twilight. "I think a little assistance is needed."

Twilight smiled brightly at her. Oh, how she missed her old mentor. She occasionally thought of visiting him, but she never had the time to do so. _'Or so I've told myself.' _And now, she got to show him how powerful she had become. She was down right giddy. "Of course."

"Splendid." Fervent's horn started glowing, powering up his spell. Twilight's started glowing as well, matching his in harmony. It didn't take them long to sync their spells up and transport them.


	9. Part 9: Flashbacks and a plan

Twilight opened her eyes after the teleportation spell was through. _'It worked!' _She thought, gleefully. She actually teleported all the way from Ponyville to Canterlot and she wasn't on fire. To top it all off, she had done it with her old mentor. This would have been the best day of her life. _'If not for that moronic spirit. Oh, how I hate him.' _

"Twilight Sparkle," Upon hearing her name, she turned to face Celestia. She sat up on her throne, looking both majestic and fearsome. "It pleases me that you and your friends made it here safely."

"Oh, it was no problem at all." Twilight said.

"I should say so." Fervent smiled, beaming with pride. He put a hoof around her shoulder. "Our little Sparkle has more power in one hoof then most unicorns have in their entire bodies." Twilight blushed at the comment.

Celestia nodded. "That may be true, but we have more important matters to attend to."

"You mean Discord?" Twilight asked.

Her mentor nodded again. She seemed to space out for a moment, staring at nothing in particular. "He's escaped and this time, not even the Elements of Harmony can defeat him." She sternly gazed at the group. "That is why I've decided to split you up." The ponies all gasped. "You will each have a sector of the city you will protect and guard over. You are to organize the defenses as you see fit."

"But how are we supposed to defeat old Discord if we're not together?" Applejack asked. "I mean, that's exactly what happened back in the maze, remember." The other elements nodded. "He picked us off one by one. I think we'd work better as a team."

Celestia raised a hoof. "As much as I'd like to do just that, it is not the option here. I need you to help keep the ponies of the city calm and coordinated. Discord is coming here with a whole army. Though, they will be disorganized, they will still be dangerous. With each of you in a separate sector, we might be able to both confuse and demoralize his army. I'm counting on you to do your very best in the upcoming battle."

"We won't let you down, Princess." Twilight said, with a confident smile and salute.

"We will do our best to please you." Discord said, standing next to Twilight, while saluting the Princess. He added a small wink, to which Celestia blushed.

Everyone looked to him. "Discord!" They cried.

"Discord," Celestia glared at him. "What are you doing here?"

"Isn't it obvious?" Discord starts pacing around. "I decide to come by and have a nice pleasant chat with my favorite princess and low and behold she's having a meeting without me."

"Discord," Celestia tried to explain. "This meeting was about stopping you."

"But you could have at least invited me over." Discord started to whine. "I invited you to my evil meetings."

Luna appeared in a flash. "You what?"

"Princes Luna!" All the ponies gasped.

She waved to them, before glaring at Discord. "How could you invite Celestia to our meetings?"

"Because I thought she'd lend a certain pizazz," Little sparks traveled along his fingers as he waved them in the air. "To our get togethers."

"But she's the enemy." Luna said, before looking over to her sister. "No offense."

"None taken."

"Yes, I know, but we can still be enemies and hang out." Discord said. Luna facehooved.

"Discord, I think it's time for you to go." Celestia told him.

"Why?" He blinked in confusion. "I just got here."

"Discord, please."

"Oh, all right." He snapped his fingers and both he and Luna disappeared.

"He can be so nosy." Celestia grumbled.

Twilight quirked an eyebrow. _'Why did she say that in a slightly irritated manor? I mean, they're enemies right?'_

"That bastard." Fervent scowled. "Pardon my language princess, but who does he think he is. Barging into one of your meetings."

Celestia raised a hoof. "It was nothing. Really."

"No, it was something." Fervent said, pacing back and forth. "The spirit of chaos had the nerve to think he can do whatever he wants. And what's worse, is that he's corrupted your sister. No, princess. That wasn't nothing. It was an act of utmost heresy."

"Now, I know that you are angry, but…"

"I will not allow him to mock the princess of the sun." Fervent stomped a hoof to the ground. "This calls for action." He put a hoof around Twilight's shoulders. "Come Twilight. We must prepare the troops."

"What?" She said.

"Well, you'll be leading the Celestial Inquisition."

"WHAT?"

Fervent nodded. "Eyup, it will be just like old times."

"Yeah, old times." Twilight couldn't help but smile.

* * *

><p>A younger Fervent walked through the hallways of Canterlot castle. He was tasked with a very important mission. By the Princess herself no less. <em>'I won't let her down.' <em>

He finally turned into the princess's private library. Only select individuals were allowed inside. Today, that included a small, purple unicorn, who had her nose buried in a thick book. He couldn't help but smile as he gazed at her. He trotted up behind her. "Twilight Sparkle." The filly looked up at him. "It's time for your lesson."

"But I have to finish this story." She said, looking back down at the book. "Starswhirl's just finishing up explaining his theory of relativity."

'_Theory of what?' _Fervent quirked an eyebrow. He rolled his eyes. He wasn't about to ask a filly questions like that. "It's time for your lessons."

"But Princess Celestia said she wasn't going to test me today." The filly answered.

"She isn't," Fervent said. "I am."

"What?" The filly's face showed worry. "But Princess Celestia always teaches me."

"Not today."

She started sniffling. _'Please don't tell me she's going to cry.' _"Did I do something wrong? Does she still like me?" She looked at him, with tears in the corner of her eyes. _'Oh why me?' _"If I did something wrong, I'm sorry. I didn't mean to."

"No, no, no." Fervent said, levitating a piece of cloth out of his pocket. He started wiping away her tears. "The princess is just busy is all. She can't be everywhere all the time, you know."

"So, I didn't do anything wrong?"

"No," Fervent smiled at her. "Of course not. In fact, she thinks you're so special, she assigned her most loyal servant to teach in her stead."

"And where is she?"

Fervent was silent for a moment. "He." He corrected her. "She is a he." Twilight gasped. "Yes, shocking I know."

"Then where is he?"

"Right here." Fervent put a hoof to his chest. "Presenting, Inquisitor Fervent, member of the Celestial Inquisition and I'm here to train you to be one of Celestia's most powerful unicorns. Does that sound okay to you?" The little filly started jumping around him, squeeling in excitement. He chuckled. "I'll take that as a yes."

* * *

><p>As the group dispersed, they had no idea that they were being watched by a pair of shady eyes. The two stallions, both unicorns, looked on with ever present smirks. Nothing of them could be seen underneath their black hoods. "Look at them, Shroud." The short one, with a deep voice, said. "They cling to the false princess's tasks as though they would help them succeed."<p>

"What idiots." The taller one, with a high pitched voice, said.

"They did not even notice us mooning them during their little flashback."

"Yeah, I was doing it with both cheeks and they had no idea."

"In fact, they do not know that we exist."

"That's because we're awesome."

"Yes, Shroud. Now, watch me as I swoop down up them like a ninja." The short one started running off. "And proceed to kidnap one of the bearers of Harmony…also like a ninja."

"You do it, stall."

Rarity carried her head up high, as she trotted behind the unicorn guard in front of her. The events of the last couple of hours were still confusing to her. I mean, she started off this morning rather well, with a nice breakfast, bath, manicure. Now all of Equestria was in jeopardy, Discord had amassed an army, and Pinkie Pie had betrayed them all. _'Oh, that brute is obviously controlling her like he did the first time he escaped. Poor Pinkie. Don't worry, we'll rescue you from that uncivilized spirit and for it's worth, I'll buck him hard in the face, just for you. I know that is unlady like, but he deserves it.' _

Her musings were cut off when a short, cloaked, unicorn appeared before them. "Greetings Earthlings."

"Earthlings?" Rarity raised an eyebrow. "Darling, whatever do you mean by that?"

"Now is not the time for questions, miss Rarity." The unicorn said.

"How did you know my name?"

"We know much about you."

"But I know nothing of you, so that hardly makes it fair." Rarity said.

"Very well," The unicorn said. "I am Lunar, head of the Lunanites. I have come here to steal you away."

"As charming as that sounds, I have to get going." Rarity said, hoping to get away from the strange stallion.

"The spirit of disharmony will not be pleased if you don't come with us."

'_The spirit of disharmony.' _"Guard!" Rarity looked over to her. "Seize this conspirator." The guard did nothing. "Didn't you hear me?"

"I heard you loud and clear." The mare said. "But, I have to disappoint you."

"Why?"

"Because," The mare started to shimmer, before revealing Trixie. She turned to face the fashionista. "I was never really on your side."

"Trixie. You're working for Discord."

"But of course." Trixie smiled. "But better way for the Great and Powerful Trixie to get her revenge then aiding the spirit of disharmony in his attempt to usurp their precious princess's thrown."

"You do know she's your princess too, right?" Rarity pointed out.

Trixie shrugged. "Trixie does not care."

"We must be going." The unicorn stallion cut them off. "Time is of the essence." He whistled.

A larger hooded unicorn stallion transported near them. "Did you get her?" The smaller unicorn nodded. "Awesome."

"Yes, now we shall take her to our secret base where we shall…"

"Oh, just teleport us there and be done with it." Trixie rolled her eyes.

"Fine." The short unicorn huffed.

"Oh, you won't take me without a fight." Rarity said, getting into a fighting stance. The larger one used his magic to hold onto her mane. "My mane!" She looked at them with pleading eyes. "Please don't. I just had it done." Both of the unicorns looked at each other and smirked. They then closed their eyes and concentrated before they all disappeared in a flash of white light.\

* * *

><p><strong>Yeah, this chapter is short, but I just didn't think I need much here. Sorry for the delay. Last week wasn't the best. And don't worry. The epic battle for Equestria is coming up in a couple of chapters. Until next time.<strong>

**Sincerely,**

**Evo**


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